Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 3 contracts

Samples: Lease (Biotech Acquisition Co), Sublease (Twist Bioscience Corp), Sublease (Twist Bioscience Corp)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of ~~Tenant~~Xxxxxx’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 2 contracts

Samples: Lease Agreement, Lease (Harpoon Therapeutics, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “"Base Building”"), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s 's receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “"IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S 'S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S 'S EXPENSE”"; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s 's intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-~~of-~~of- pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s 's performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s 's business operations.

Appears in 2 contracts

Samples: Lease (Graphite Bio, Inc.), Lease (MyoKardia Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding~~ During any ~~provision to~~ period in which Tenant is then leasing one hundred percent (100%) of the ~~contrary contained~~ office space in ~~this Lease~~a Building, if ~~Tenant provides written notice~~ an “Emergency Situation” (as defined herein) or “Adverse Condition” (as defined herein) involving the portion of the Premises located in such Building exists, and Landlord is obligated under the terms of this Lease to cure or remediate such Emergency Condition or Adverse Condition, then Landlord ~~of an event~~ shall promptly commence and diligently perform all repairs required by Landlord under this Lease or ~~circumstance which requires the action~~ take such other actions, if any, required of Landlord under this Lease ~~with respect~~ to ~~repair and/or maintenance required~~ cure or remediate such Emergency Situation or Adverse Condition. Notwithstanding anything to the contrary contained herein, if (i) any Emergency Situation occurs or (ii) there is an actual breach by Landlord of one of its obligations under this Lease (“Landlord Breach”), and such Emergency Situation or Landlord Breach will have a material and adverse impact on Tenant’s ability to conduct its business in the Premises, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4~~ or any material portion thereof (~~the~~ an “~~Base Building~~Adverse Condition”), ~~which event~~ including, for example, any failure to provide (or ~~circumstance~~ cause to be provided) electricity, HVAC, water or elevator access to the Premises, then Tenant shall give Landlord notice of the same. Thereafter, Landlord shall have (i) two (2) business days to commence a cure with respect to such Emergency Situation or (ii) twenty (20) business days to commence a cure of such Adverse Condition, and, in each case, shall diligently prosecute such cure to completion (collectively “Emergency Repairs”). For purposes hereof, the ~~Base~~ term “Emergency Situation” shall mean a situation which poses an imminent threat: (x) to the physical well-being of persons at the Building ~~materially and adversely affects the conduct~~ or (y) of material damage to Tenant’s ~~business from~~ personal property in the Premises~~, and~~ . If Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform ~~the obligation so long as Landlord begins performance~~ such Emergency Repairs within the ~~initial thirty~~ applicable timeframe (30i.e., two (2) business days ~~and diligently pursues performance~~ with respect to ~~completion)~~an Emergency Situation or twenty (20) business days with respect to Adverse Conditions) after Landlord receives notice of the applicable Emergency Condition or Adverse Condition, or, in to the ~~event of~~ extent Landlord commences to cure with such time period but fails to thereafter diligently pursue such Emergency Repairs to completion, then Tenant, upon providing Landlord, as to an Emergency Situation, with such prior written notice, as is reasonable under the circumstances or as to an Adverse Condition, with twenty (~~as defined below), not later than five (5~~20) business days ~~after receipt of such notice, then~~ prior notice (which notice shall clearly indicate that Tenant ~~shall have the right~~ intends to ~~undertake such actions as may be reasonably~~ take steps necessary to ~~make~~ remedy the event giving rise to the Emergency Situation or Adverse Condition in question), may perform such ~~repairs if Landlord thereafter fails to commence corrective action within five (5) business days following~~ Emergency Repairs or other actions at Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”expense; provided, however, that in no event shall Tenant undertake any actions ~~that could~~ which will or are reasonably likely to materially or and adversely affect (A) the ~~Base~~ Retail Space or the space of any other tenant or occupant of the Project, (B) the Building Structure, (C) any Building Systems, or (D) the exterior appearance of any Building. ~~Notwithstanding~~ If Tenant exercises its right to perform Emergency Repairs or other actions on Landlord’s behalf, as provided above, then Landlord shall reimburse the ~~foregoing~~actual out-of-pocket reasonable cost thereof within thirty (30) days following Tenant’s delivery of: (i) a written notice describing in reasonable detail the action taken by the Tenant, and (ii) reasonably satisfactory evidence of the cost of such remedy. Landlord shall, within thirty (30) days following Tenant’s written request for reimbursement of the costs of the Emergency Repairs notify Tenant of whether Landlord reasonably and in good faith disputes that (1) Tenant did not perform the Emergency Repairs in the ~~event~~ manner permitted by this Lease, (2) that the amount Tenant requests be reimbursed from Landlord for performance of ~~an Emergency~~the Emergency Repairs is incorrect or excessive, ~~no second written notice shall be required as long as Tenant advises~~ or (3) that Landlord ~~in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does~~ was not ~~commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required~~ obligated under the terms of this Lease to ~~be taken by~~ make all or a portion of the Emergency Repairs (“Landlord’s Set-Off Notice”). If Landlord ~~and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued~~ delivers a Landlord’s Set-Off Notice to ~~completion~~Tenant, then Tenant shall not be entitled to ~~prompt reimbursement by~~ such deduction from Rent (provided, if Landlord of contends the ~~reasonable out-of-pocket third-party costs and expenses actually incurred~~ amount spent by Tenant in ~~taking~~ making such ~~action. If Tenant undertakes such corrective~~ repairs is excessive and does not otherwise object to Tenant’s actions pursuant to this Section ~~7.3~~19.6, then Landlord shall pay the amount it contends would not have been excessive); provided that Tenant may proceed to claim a default by Landlord under this Lease for any amount not paid by Landlord. Any final award in favor of Tenant for any such default, which is not subject to appeal, from a court or arbitrator in favor of Tenant, which is not paid by Landlord within the time period directed by such award (together with interest at the Interest Rate from the date Landlord was required to pay such amount until such offset occurs), may be offset by Tenant from Rent next due and payable under this Lease; provided, however, Tenant may not deduct the amount of the award against more than fifty percent (50%) of Base Rent next due and owing (until such time as the entire amount of such judgment is deducted) to the extent following a foreclosure or a deed-in-lieu of foreclosure. In any case, in the event any Emergency Repairs are not accomplished by Landlord within a two (2) business day period with respect to an Emergency Condition or twenty (20) business day period with respect to Adverse Conditions despite Landlord’s diligent efforts, Landlord, within three (3) business days following Tenant’s written request therefore, shall provide to Tenant a schedule determined in good faith setting forth the basic steps Landlord proposes to be taken to effect the Emergency Repairs or other actions in a commercially reasonable time frame given the specifics of the Emergency Repairs required and the times when such work is proposed to be done and thereafter Landlord shall proceed to complete such Emergency Repairs within the time schedule so provided. If Tenant undertakes any action pursuant to this paragraph, Tenant shall (a) ~~the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall~~ proceed in accordance with all ~~applicable laws,~~ Applicable Laws; (cb) ~~Tenant shall~~ retain to ~~perform~~ effect such ~~corrective~~ actions only such reputable contractors and suppliers as are duly licensed in the City of San Francisco and ~~qualified,~~ are listed on the most recent list furnished to Tenant of Landlord’s approved contractors for the Project and are insured in accordance with the provisions of Article 10 of this Lease; (dc) ~~Tenant shall~~ effect such repairs or perform such other actions in a good and workmanlike and commercially reasonable manner, ; (ed) ~~Tenant shall~~ use new or like new materials~~, and~~ ; (fe) ~~Tenant shall~~ take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the ~~Building~~Project, and (f) otherwise comply with all applicable requirements set forth in Article 8 of this Lease. ~~Promptly following completion~~ Notwithstanding anything in this Article 19 to the contrary, the foregoing self-help right (i) shall not apply in the event of any ~~work taken by Tenant pursuant~~ fire or casualty at the Project, it being acknowledged and agreed that Article 11 shall govern with respect to any such fire or casualty event, (ii) shall not apply in the ~~terms~~ event of ~~this Section 7.5~~any condemnation, ~~Tenant~~ it being acknowledged and agreed that Article 13 shall ~~deliver a detailed invoice of the work completed, the materials used and the costs relating thereto~~govern with respect to any such condemnation, and ~~Landlord~~ (iii) shall ~~reimburse~~ not permit Tenant to access any other tenant’s or occupant’s space at the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsProject.

Appears in 2 contracts

Samples: Lease Agreement (Dropbox, Inc.), Lease Agreement (Dropbox, Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to~~ In the ~~contrary contained in this Lease, if~~ event that Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises, including repairs~~ pursuant to ~~the portions~~ Paragraph 5.1 of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premisesthis Lease, and Landlord fails to commence ~~corrective~~ to provide the required action within a reasonable period of time, (but which shall in no event be less thirty (30) days after Landlord’s receipt of said notice, except in the event of an emergency) given the circumstances, after the receipt of such notice, ~~but in any event not later than thirty~~ then Tenant may proceed to take the required action upon delivery of an additional ten (3010) business days ~~after receipt of said~~ notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty~~ or two (302) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, business day notice in the event of an ~~Emergency~~ emergency) to Landlord specifying that Tenant is taking such required action (~~as defined below), not later than five~~ and if Landlord commences to provide the required action within such additional ten (510) business ~~days after receipt of such notice~~day (or two (2) business day, ~~then~~ as applicable) period, Tenant shall have ~~the right~~ no rights under this Paragraph 5.3 to ~~undertake~~ take such ~~actions as may be reasonably necessary to make such repairs~~ action), and if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to ~~prompt~~ reimbursement by Landlord of ~~the reasonable out-of-pocket third-party~~ Tenant’s actual costs ~~and expenses actually incurred~~ of taking such action (except for Tenant Damage Costs, which shall be borne by Tenant in all cases). In the event Tenant takes such action, Tenant shall use only those contractors used by Landlord in the Building for work on the Building Operating Systems (as generally in place on the Effective Date) or the Building structure (“Building Structure”). Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its actual costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of such actual costs in connection with taking such ~~action. If Tenant undertakes such corrective actions pursuant to this Section 7.3~~action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount of its actual costs (aexcept for Tenant Damage Costs, which shall be borne by Tenant in all cases) ~~the insurance and indemnity provisions~~ set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are ~~excessive~~ excessive, then Tenant shall not be entitled to such deduction from Rent, but as Tenant’s sole remedy, Tenant may submit such dispute to arbitration in accordance with the terms of Paragraph 24, below. If Tenant prevails in the arbitration and receives an award in its favor, Tenant shall be permitted to deduct the amount of the award from the Rent next due and owing under this Lease (in or if this Lease has expired or terminated (a) prior to the date of the award or (b) prior to the date on which ~~case~~ the full amount of the award has been so offset, Landlord shall pay to Tenant, within thirty (30) days of the date of the award) either, (i) the full amount ~~it contends would~~ of the award or (ii) the portion of the award that has not ~~have~~ been ~~excessive). For purposes~~ so offset as of ~~this Section 7.5~~the date on which the Lease expired or terminated, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsas applicable.

Appears in 2 contracts

Samples: Standard Industrial Lease Agreement, Standard Industrial Lease Agreement (Lifetime Brands, Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision set forth in this Article 7 to the ~~contrary contained in this Lease~~contrary, if ~~Tenant~~ Xxxxxx provides written notice to Landlord of an event or circumstance which requires the action of Landlord under the express terms and provisions of this Lease with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions~~ of the ~~Building that are Landlord’s responsibility under Section 7.4~~ Premises only (and not any other portion of the ~~“Base~~ Building”)~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in ~~any~~ no event ~~not later~~ earlier than thirty (30) days after ~~receipt of said notice (unless Landlord~~Xxxxxxxx’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and ~~was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant~~ shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s actual reasonable ~~out-of-pocket third-party~~ costs ~~and expenses actually incurred by Tenant~~ in taking such action. ~~If Tenant undertakes such corrective actions~~ However, if the work so performed by Xxxxxx pertains to items that would otherwise be includable under Operating Expenses pursuant to ~~this Section 7.3~~Article 4 above, then Landlord may include the amount of such reimbursement in Operating Expenses. In the event Tenant takes such action, and such work will affect the Building systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such Building systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings and who is reasonably approved by Landlord in writing within two (a2) business days after notification is delivered to Landlord. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Base Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Xxxxxxxx delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends ~~would~~ is not ~~have been~~ excessive)~~. For purposes of~~ , then Tenant shall not be entitled to such deduction from rent, but as Xxxxxx’s sole remedy, Tenant may proceed to claim a default by Landlord under this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsLease.

Appears in 2 contracts

Samples: Office Lease (Rocket Companies, Inc.), Office Lease (Rocket Companies, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of ~~Tenant~~Xxxxxx’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.and

Appears in 2 contracts

Samples: Lease (Denali Therapeutics Inc.), Lease (Denali Therapeutics Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.AT

Appears in 2 contracts

Samples: Lease (Annexon, Inc.), Lease (Annexon, Inc.)

Appears in 2 contracts

Samples: Lease (Sutro Biopharma Inc), Lease (Sutro Biopharma Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects the conduct~~ provision of ~~Tenant’s business from~~ utilities and/or services and/or repairs and/or maintenance to the Premises, and Landlord fails to ~~commence corrective~~ provide such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than~~ thirty (30) days after receipt of ~~said~~ such written notice (~~unless Landlord’s obligation~~ or such longer period of time if the nature of such action is such that the same cannot reasonably be ~~performed~~ completed within a thirty (30) ~~days~~day period, ~~in which event~~ provided Landlord ~~shall be allowed additional time~~ has diligently and continuously commenced such action within such period and thereafter diligently proceeds to complete said action as ~~is reasonably necessary to perform the obligation so long~~ soon as ~~Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion~~possible), orand such action relates to the Premises and such action (i.e., in the ~~event~~ work required) is located on any full floor of the Building leased by Tenant, then Tenant may proceed to take the required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business ~~days after receipt of such notice, then Tenant shall have the right~~ days’ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If In the event Tenant ~~undertakes~~ takes the action permitted above, and such ~~corrective actions pursuant~~ work may create a Design Problem, Tenant shall use reputable contractors with experience in similar work. Further, if Landlord does not deliver a detailed written objection to ~~this Section 7.3~~Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that ~~the~~ specifically enumerated charges are excessive (in which case Landlord shall pay all of the charges not so enumerated, and further, with respect to the charges so enumerated, the amount it contends would not have been excessive)~~. For purposes of~~ , then Tenant shall not be entitled to such deduction from Rent, but as Xxxxxx’s sole remedy, Tenant may proceed to claim a default by Landlord under this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsLease.

Appears in 2 contracts

Samples: Office Lease (ServiceTitan, Inc.), Office Lease (ServiceTitan, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the TCCs set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice to Landlord and Master Landlord of an event or circumstance which requires the action of Landlord ~~under~~ pursuant to the terms of this Lease ~~with respect to repair and/or maintenance required in the Premises, including repairs~~ (or Master Landlord pursuant to the ~~portions~~ terms of the ~~Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”~~Master Lease), and which event or circumstance ~~with respect to the Base Building~~ materially ~~and~~ or adversely affects the conduct of Tenant’s business from the Premises, and neither Master Landlord ~~fails to commence corrective~~ nor Landlord commences such required action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such notice, then Tenant may proceed to take (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event~~ and Landlord shall ~~be allowed~~ cause Master Landlord to permit Tenant to take) the required action upon delivery of an additional ~~time as~~ ten (10) business days’ written notice to Landlord and Master Landlord specifying that Tenant is ~~reasonably necessary to perform the obligation so long as Landlord begins performance within~~ taking such required action (provided, however, that the initial thirty (30) ~~days~~ day notice and ~~diligently pursues performance to completion), or,~~ the subsequent ten (10) business day notice shall not be required in the event of an ~~Emergency~~ “Emergency”, as that term is defined, below, but rather a single one (~~as defined below), not later than five (5~~1) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written day notice shall be ~~required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ required) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the ~~terms~~ TCCs of this Lease to be taken by Landlord (or under the TCCs of the Master Lease to be taken by Master Landlord), and was not commenced by Landlord (or Master Landlord, as the case may be) within such ~~five~~ ten (510) business day period (or one (1) business day period in the event of an Emergency, as applicable) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord (and Landlord shall cause Master Landlord to so reimburse Tenant, to the extent not so reimbursed to Tenant by Landlord) of ~~the~~ Tenant’s reasonable out-of-pocket ~~third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at ten percent (10%) per annum. In the event Tenant takes such action~~. If Tenant undertakes~~ , and such ~~corrective actions pursuant to this Section 7.3~~action affects the Building Structure or Building Systems, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Master Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, ~~and (f)~~ or timely perform, such work, in which event Tenant ~~shall take reasonable efforts to minimize~~ may utilize the services of any ~~material interference or impact on the~~ other ~~tenants and occupants of the Building~~qualified contractor which performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the ~~terms~~ TCCs of this ~~Section 7.5~~Article 7.2, Tenant shall deliver to Landlord a detailed invoice of the work completed, the materials used and the costs relating thereto~~, and~~ . If Landlord ~~shall reimburse~~ does not deliver a detailed written objection to Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive within thirty (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.30) days after

Appears in 2 contracts

Samples: Lease (CoreSite Realty Corp), Lease (CoreSite Realty Corp)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to ~~repair~~ repair, maintenance and/or ~~maintenance required in the Premises, including repairs~~ replacement pursuant to ~~the portions of the Building that are Landlord’s responsibility under~~ Section ~~7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~7.2 above, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said~~ such notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time~~ or such longer period as is reasonably necessary if more than 30 days are reasonably required to ~~perform the obligation so long as~~ complete such repairs and Landlord ~~begins performance~~ commences such repairs within ~~the initial thirty (~~such 30~~) days~~ -day period and thereafter diligently ~~pursues performance~~ attempts to ~~completion~~complete same), orthen Tenant may proceed to take the required action upon delivery of an additional five (5) business days' notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice shall not be required in the event of an ~~Emergency (as defined below~~emergency), ~~not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs~~ and if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such five (5) business day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant~~ action, and such work will affect the Building's Systems and Equipment (including, without limitation, any riser cabling) or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such Systems and Equipment (or structural components) unless such contractors are unwilling or unable to ~~this Section 7.3~~perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate~~ not be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to claim a default by Landlord and ~~material danger~~ to ~~people located~~ exercise any remedies available to Tenant in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsconnection therewith.

Appears in 2 contracts

Samples: Office Lease (Websense Inc), Office Lease (Websense Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 2 contracts

Samples: Lease (Relypsa Inc), Lease Agreement (Relypsa Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice (or oral notice in the event of an Emergency) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises, including repairs to the portions~~ on any full floor of the Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~leased by Tenant, which event or circumstance ~~with respect to the Base Building~~ materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second written~~ days’ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if~~ required action. The foregoing notwithstanding, Tenant shall not be required to give Landlord ~~fails to timely do so~~ any prior notice (~~provided that such notice~~ but shall ~~include~~ notify Landlord as soon as reasonable under the ~~following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5~~circumstances) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, ~~no second written notice~~ and shall be ~~required as long as Tenant advises Landlord in the first written notice of Tenant’s intent~~ permitted to ~~perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices~~immediately take corrective action. If such action was required under the terms of this Lease to be taken by Landlord and (x) was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, or (y) was an Emergency, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable and actual out-of-pocket ~~third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.not then be

Appears in 2 contracts

Samples: Office Lease (Yelp Inc), Office Lease (Yelp Inc)

Appears in 2 contracts

Samples: Lease (RAPT Therapeutics, Inc.), Lease (RAPT Therapeutics, Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding~~ During any ~~provision to~~ period in which Tenant is then leasing one hundred percent (100%) of the ~~contrary contained~~ office space in ~~this Lease~~the Building, if ~~Tenant provides written notice~~ an “Emergency Situation” (as defined herein) or “Adverse Condition” (as defined herein) involving the Premises exists, and Landlord is obligated under the terms of this Lease to cure or remediate such Emergency Condition or Adverse Condition, then Landlord ~~of an event~~ shall promptly commence and diligently perform all repairs required by Landlord under this Lease or ~~circumstance which requires the action~~ take such other actions, if any, required of Landlord under this Lease ~~with respect~~ to ~~repair and/or maintenance required~~ cure or remediate such Emergency Situation or Adverse Condition. Notwithstanding anything to the contrary contained herein, if (i) any Emergency Situation occurs or (ii) there is an actual breach by Landlord of one of its obligations under this Lease (“Landlord Breach”), and such Emergency Situation or Landlord Breach will have a material and adverse impact on Tenant’s ability to conduct its business in the Premises, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4~~ or any material portion thereof (~~the~~ an “~~Base Building~~Adverse Condition”), ~~which event~~ including, for example, any failure to provide (or ~~circumstance~~ cause to be provided) electricity, HVAC, water or elevator access to the Premises, then Tenant shall give Landlord notice of the same. Thereafter, Landlord shall have (i) two (2) business days to commence a cure with respect to such Emergency Situation or (ii) twenty (20) business days to commence a cure of such Adverse Condition, and, in each case, shall diligently prosecute such cure to completion (collectively “Emergency Repairs”). For purposes hereof, the ~~Base~~ term “Emergency Situation” shall mean a situation which poses an imminent threat: (x) to the physical well-being of persons at the Building ~~materially and adversely affects the conduct~~ or (y) of material damage to Tenant’s ~~business from~~ personal property in the Premises~~, and~~ . If Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform ~~the obligation so long as Landlord begins performance~~ such Emergency Repairs within the ~~initial thirty~~ applicable timeframe (30i.e., two (2) business days ~~and diligently pursues performance~~ with respect to ~~completion)~~an Emergency Situation or twenty (20) business days with respect to Adverse Conditions) after Landlord receives notice of the applicable Emergency Condition or Adverse Condition, or, in to the ~~event of~~ extent Landlord commences to cure with such time period but fails to thereafter diligently pursue such Emergency Repairs to completion, then Tenant, upon providing Landlord, as to an Emergency Situation, with such prior written notice, as is reasonable under the circumstances or as to an Adverse Condition, with twenty (~~as defined below), not later than five (5~~20) business days ~~after receipt of such notice, then~~ prior notice (which notice shall clearly indicate that Tenant ~~shall have the right~~ intends to ~~undertake such actions as may be reasonably~~ take steps necessary to ~~make~~ remedy the event giving rise to the Emergency Situation or Adverse Condition in question), may perform such ~~repairs if Landlord thereafter fails to commence corrective action within five (5) business days following~~ Emergency Repairs or other actions at Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”expense; provided, however, that in no event shall Tenant undertake any actions ~~that could~~ which will or are reasonably likely to materially or and adversely affect (A) the ~~Base~~ Retail Space, (B) the Building Structure, (C) any Building Systems, or (D) the exterior appearance of the Building. ~~Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as~~ If Tenant ~~advises Landlord in the first written notice of Tenant’s intent~~ exercises its right to perform ~~such~~ Emergency ~~repairs if Landlord does not commence the same within such five (5) business day period~~Repairs or other actions on Landlord’s behalf, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completionas provided above, then ~~Tenant~~ Landlord shall ~~be entitled to prompt reimbursement by Landlord of~~ reimburse the ~~reasonable~~ actual out-of-pocket ~~third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then~~ reasonable cost thereof within thirty (a30) ~~the insurance and indemnity provisions set forth in this Lease shall apply to~~ days following Tenant’s ~~performance of such corrective actions,~~ delivery of: (bi) ~~Tenant shall proceed~~ a written notice describing in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable ~~manner, (e) Tenant shall use new or like new materials~~detail the action taken by the Tenant, and (fii) reasonably satisfactory evidence of the cost of such remedy. Landlord shall, within thirty (30) days following Tenant’s written request for reimbursement of the costs of the Emergency Repairs notify Tenant of whether Landlord reasonably and in good faith disputes that (1) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not ~~have to be taken~~ perform the Emergency Repairs in the manner permitted by ~~Landlord pursuant to the terms of~~ this ~~Lease or~~ Lease, (2) that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.amount

Appears in 2 contracts

Samples: Office Lease (Dropbox, Inc.), Office Lease (Dropbox, Inc.)

Appears in 2 contracts

Samples: Sublease Agreement (Oportun Financial Corp), Sublease Agreement (Oportun Financial Corp)

Tenant’s Right to Make Repairs. Notwithstanding ~~any provision to the contrary contained in this Lease~~paragraph (a) above, if ~~Tenant~~ Xxxxxx provides written notice to Landlord of ~~an event or circumstance which requires the action of Landlord under this Lease with respect~~ Landlord's failure to repair ~~and/or maintenance required in the Premises, including repairs to the portions~~ or replace any portion of the Building ~~that are Landlord’s responsibility under Section 7.4 (~~or the ~~“Base Building”),~~ Premises which ~~event~~ Landlord is required to repair or ~~circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises,~~ replace hereunder and Landlord fails to ~~commence corrective action~~ repair within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than ~~thirty~~ twenty-one (3021) days after receipt of ~~said~~ such notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed~~ plus such additional time as is reasonably ~~necessary to perform~~ required under the ~~obligation so long as~~ circumstances, assuming that Landlord ~~begins performance~~ began work within ~~the initial thirty~~ such twenty-one (3021) ~~days and diligently pursues performance to completion~~day period)~~, or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice~~, then Tenant ~~shall have the right to undertake such actions as~~ may ~~be reasonably necessary~~ proceed to make ~~such repairs if Landlord thereafter fails to commence corrective action within five~~ the repair or replacement upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second written~~ days' notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is doing so if such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially repair or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and replacement was not ~~commenced~~ made by Landlord within such ~~five~~ ten (510) business day period (or commenced to be made and thereafter pursued diligently ~~pursued~~ to completion). In the event Tenant makes the repair or replacement, ~~then~~ and such work will affect the structure of the Building and/or the Building systems, Tenant shall use only those contractors used by Landlord in the Building for work on such structure of the Building or Building systems unless such contractors are unwilling or unable to perform, or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. If Tenant makes such a repair or replacement that is otherwise Landlord's responsibility pursuant to SECTION 6.1(a) (excluding landscaping), following Xxxxxxxx's refusal to do so, Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred~~ in doing so plus interest thereon at the Interest Rate as defined in SECTION 3.4 of the Lease. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Xxxxxx claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such ~~action. If Tenant undertakes such corrective actions pursuant to this Section 7.3~~action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct, from rent payable by Tenant under the ~~insurance and indemnity provisions~~ Lease, the amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Xxxxxxxx delivers to Tenant~~’s performance~~ , within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of ~~this~~ the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from rent, but as Xxxxxx's sole remedy, Tenant may proceed to claim a default by Landlord. ~~For purposes~~ Notwithstanding the foregoing, Tenant shall have the right to make repairs or replacements which Landlord is otherwise required to make hereunder, and to recover up to $25,000 of ~~this Section 7.5~~the cost thereof as provided in the preceding paragraph, ~~an “Emergency” shall mean an event threatening immediate and material~~ without written notice to Landlord, if each of the following conditions is met: (i) such repairs or replacements must be made immediately in order to avoid imminent danger to ~~people located~~ life or significant property damage, (ii) the need for such repairs or replacements became known to Tenant in such a time frame that written notice to Landlord is not practical and (iii) Tenant gives such notice to Landlord as is practical in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationscircumstances.

Appears in 2 contracts

Samples: Lease (Wj Communications Inc), Lease (Wj Communications Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building Structure and/or the Building Systems and/or anything that could cause material disruption to Tenant’s business) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premisesmaintenance, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business 7 days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right~~ required action upon delivery of an additional 3 business days’ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ neither of the notices shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ be required in the event of an ~~Emergency, no second written notice shall be required as long as Tenant advises Landlord~~ emergency which threatens life or where there is imminent danger to property or a possibility that a failure to take immediate action could cause a material disruption in ~~the first written notice of~~ Tenant’s ~~intent to perform such Emergency repairs~~ normal and customary business activities), and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such ~~five~~ notice period (~~5) business day period and thereafter diligently pursued to completion~~unless such notice was not required as provided above), then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If Landlord agrees that Tenant ~~undertakes~~ will have access to the Building, Building Systems, Building Structure and Common Areas to the extent necessary to perform the work contemplated by this provision. In the event Tenant takes such ~~corrective actions pursuant~~ action, and such work will affect the Building Structure and/or the Building Systems, Tenant shall use only those contractors used or approved by Landlord in the Building for work on such Building Structure or Building Systems unless such contractors are unwilling or unable to ~~this Section 7.3~~perform (and are able to immediately perform), or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings in Orange County. The foregoing right to make repairs shall be effective if and only if Tenant is then leasing and occupying the entire Building to which the repair and/or maintenance pertains. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within 30 days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant, within 30 days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth the arbitration provision in this Lease, and whose costs shall be paid for by the losing party, unless it is not clear that there is a “losing party”, in which event the costs of arbitration shall be shared equally. ~~For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located~~ If Tenant prevails in the ~~Building~~ arbitration, the amount of the award which shall include interest at the Interest Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or ~~immediate, material damage to~~ offset and attorneys’ fees and related costs) may be deducted by Tenant from the ~~Building, Base Building, or creating a realistic possibility of an immediate~~ Rents next due and ~~material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations~~owing under this Lease.

Appears in 1 contract

Samples: Lease Agreement (Alteryx, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the ~~Premises~~Initial Premises only (and Tenant acknowledges the terms of this Section 7.3 shall not apply to the Additional Premises unless Tenant leases all of the rentable space in the 900 Building, in which case references herein to the Initial Premises and the 800 Building will also to be Additional Premises and 900 Building), including repairs to the portions of the 800 Building located within the Initial Premises that are Landlord’s responsibility under Section ~~7.4~~ 7.2 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Initial Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, and (e) Tenant shall use new or like new materials~~, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.3, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the 800 Building or immediate, material damage to the 800 Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 1 contract

Samples: Lease (Bolt Biotherapeutics, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s 's receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “"IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S 'S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S 'S EXPENSE”"; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of ~~Tenant’s~~ Txxxxx's intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-~~of-~~of- pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s 's performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s 's business operations.

Appears in 1 contract

Samples: Lease Agreement (Surrozen, Inc./De)

Tenant’s Right to Make Repairs. Notwithstanding any provision set forth elsewhere in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice (or oral notice subsequently confirmed in writing in the event of an emergency such as damage or destruction to or of a structural component, or any electrical, plumbing, life safety, HVAC, mechanical or other system of or in the Building or the Premises (including but not limited to damage to the roof, or exterior windows or doors)) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premisesmaintenance, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than ~~thirty~~ twenty-one (3021) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) ~~business days following Landlord’s receipt of a second~~ Business Days' written notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of ~~this~~ the Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at the Interest Rate. In the event Tenant takes such action, and such work will affect the Building's life-safety system, HVAC and/or elevator systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class office buildings in the vicinity of the Building in downtown San Francisco. If Further, if Landlord does not deliver a detailed written objection to Tenant ~~undertakes~~ within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under the ~~insurance and indemnity provisions~~ Lease, the amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlords reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of ~~this~~ the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate~~ not be entitled to such deduction from Rent, but as Tenants sole remedy, Tenant may proceed to claim n default by Landlord and ~~material danger~~ pursue such remedies as are available to ~~people located~~ Tenant at law or in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsequity.

Appears in 1 contract

Samples: Sublease (Hambrecht & Quist Group)

Tenant’s Right to Make Repairs. Notwithstanding ~~any provision to~~ the ~~contrary contained in this Lease~~provisions of SECTION 7.1, above, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required~~ as set forth in ~~the Premises~~SECTION 7.1, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, above and Landlord fails to ~~commence corrective~~ provide such action within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business days ~~following Landlord’s receipt of a second written~~ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms~~ TCCs of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action; provided, however, notwithstanding such thirty (30) day period, Landlord shall use commercially reasonable efforts to expedite such repairs to ensure completion as soon as reasonably practicable. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant~~ action, Tenant shall use only those contractors used by Landlord in the Building for similar work unless such contractors are unwilling or unable to ~~this Section 7.3~~perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the ~~terms~~ TCCs of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes~~ , then Tenant shall not be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to institute legal proceedings against Landlord to collect the amount set forth in the subject invoice; provided that under no circumstances shall Tenant be allowed to terminate this Lease based upon a such default by Landlord; provided further, however, the notice and cure periods otherwise required pursuant to SECTION 19.6 of this ~~Section 7.5~~Lease shall be deemed to have been satisfied upon completion of the procedure specified in this SECTION 7.2. If Tenant receives a non-appealable final judgment against Landlord in connection with such legal proceedings, ~~an “Emergency” shall mean an event threatening immediate~~ Tenant may deduct the amount of the judgment, not to exceed the amount of the unpaid portion of the relevant invoice, from the Base Rent next due and ~~material danger to people located in~~ owing under this Lease; provided, however, Tenant may not deduct the ~~Building or immediate, material damage~~ amount of the judgment against more than fifty percent (50%) of Base Rent next due and owing (until such time as the entire amount of such judgment is deducted) to the ~~Building, Base Building,~~ extent following a foreclosure or ~~creating~~ a ~~realistic possibility~~ deed-in-lieu of ~~an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations~~foreclosure.

Appears in 1 contract

Samples: Lease (Vical Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice (the “Repair Notice”) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in on any full floor of the ~~Premises~~Building leased by Tenant, including repairs to the ~~portions of the~~ Base Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~located on such floor, which event or circumstance with respect to the Base Building materially ~~and~~ adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Repair Notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such Repair Notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an ~~Emergency (~~“Emergency,” as ~~defined~~ that term is defined, below), not later than ~~five~~ two (52) ~~business days~~ Business Days after receipt of such ~~notice~~Repair Notice), then Tenant ~~shall have~~ may proceed to take the ~~right~~ required action upon delivery of an additional ten (10) Business Days’ Notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial thirty (30) day Repair Notice and the subsequent ten (10) day Repair Notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ not be required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) ~~business day~~ Business Day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~6.4, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant ~~in connection with such work~~under this Lease, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount ~~it contends would not have been excessive)~~set forth in such invoice. ~~For purposes of this Section 7.5~~If, ~~an “Emergency” shall mean an event threatening immediate and material danger~~ however, Landlord delivers to ~~people located in the Building or immediate~~Tenant, ~~material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect~~ within thirty (30) days after receipt of Tenant’s ~~business operations.~~invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity

Appears in 1 contract

Samples: Lease Agreement (Mindspeed Technologies, Inc)

Tenant’s Right to Make Repairs. Notwithstanding ~~any provision to~~ the ~~contrary contained in this Lease~~provisions of Section 7.1, above, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required~~ as set forth in Section 7.1, above, and such repair and/or maintenance relates solely to the ~~Premises~~Building (specifically excluding any right of Tenant to repair any Building core systems and equipment, including ~~repairs to~~ the Building elevators or any other portions of the ~~Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”~~Project)~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the ~~receipt~~ giving of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt giving of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business days ~~following Landlord’s receipt of a second written~~ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Buildingrequired action. ~~Notwithstanding the foregoing, in~~ In the event ~~of an Emergency~~Tenant takes such action, ~~no second written notice~~ Tenant shall ~~be required as long as Tenant advises~~ use only those contractors used by Landlord in the ~~first written notice of Tenant’s intent~~ Building for similar work unless such contractors are unwilling or unable to perform such ~~Emergency repairs~~ work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Further, if Landlord does not ~~commence the same~~ deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~five (5) business day period~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, ~~utilizing the language required in second notices. If~~ and such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to ~~prompt reimbursement by Landlord of~~ deduct the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions amount set forth in such invoice from Rent payable by Tenant under this ~~Lease shall apply~~ Lease. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from Rent. ~~For purposes~~ If Tenant receives a final, non-appealable judgment from a court of ~~this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located~~ competent jurisdiction that the costs set forth in the ~~Building~~ invoice are due and payable, Tenant shall either (i) immediately have the right to deduct such costs from Rent next due under this Lease or ~~immediate~~(ii) if the Lease Expiration Date has occurred, ~~material damage~~ be entitled to immediate cash reimbursement from Landlord, in either event such amount shall include interest on such costs from the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsdate such costs should have been paid by Landlord.

Appears in 1 contract

Samples: Office Lease (Kofax Image Products Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.,

Appears in 1 contract

Samples: Sublease (Alector, Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding~~ (1) If Landlord fails to perform any ~~provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord~~ of ~~an event~~ its maintenance or ~~circumstance which requires the action of Landlord~~ repair obligations under this Lease with respect to ~~repair and/or maintenance required~~ the 301 Premises or the 321 Premises and such failure will have a material and adverse impact on Tenant’s ability to conduct its business in the 301 Premises or the 321 Premises, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4~~ as applicable (~~the~~ an “~~Base Building~~Adverse Condition”), ~~which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and~~ then Landlord shall not be in default unless Landlord fails to ~~commence corrective action~~ perform such obligations within a thirty (30) days (or such shorter period as may be necessary in the event of an emergency depending on what is reasonable ~~period of time, given~~ in the circumstances) after notice by Tenant to Landlord and any Landlord mortgagee identified in writing to Tenant specifying the nature of the obligations Landlord has failed to perform; provided, ~~after~~ however, that if the ~~receipt~~ nature of Landlord's obligations is such ~~notice, but in any event not later~~ that more than thirty (30) days ~~after~~ (or such shorter period as may be necessary in the event of an emergency depending on what is reasonable in the circumstances) are reasonably required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period (or such shorter period as may be necessary in the event of an emergency depending on what is reasonable in the circumstances) and thereafter diligently prosecutes the same to completion (collectively, “Required Repairs”). In addition, if Tenant in writing (“Tenant Self-Help Notice”) notifies Landlord that it intends to undertake self-help remedies for such Adverse Condition, then Landlord shall indicate in writing within five (5) Business Days of receipt of ~~said notice~~ such Tenant Self-Help Notice whether Landlord reasonably and in good faith disputes Tenant’s right to perform self-help as set forth herein (~~unless~~ a “Landlord Dispute Notice”) which such Landlord Dispute Notice shall state with reasonable detail the reasons for Landlord’s ~~obligation can~~dispute of Tenant’s Self-Help Notice. If Landlord timely delivers a Landlord Dispute Notice as provided herein, then Tenant shall not ~~reasonably~~ be permitted to undertake the self-help remedies set forth in the Tenant Self-Help Notice. Landlord’s failure to timely deliver a Landlord Dispute Notice shall conclusively be deemed Landlord’s waiver of any claim that Tenant improperly performed self-help in accordance with this Section 13(f)(1). (2) If Landlord fails to commence to perform such Required Repairs within thirty (30) ~~days, in which event Landlord shall~~ days (or such shorter period as may be ~~allowed additional time as is reasonably~~ necessary ~~to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or,~~ in the event of an ~~Emergency (as defined below~~emergency depending on what is reasonable in the circumstances), ~~not later than five (5) business days after receipt of~~ or, to the extent Landlord commences to cure with such ~~notice~~time period but fails to thereafter diligently pursue such Required Repairs to completion, then Tenant shall have the right to ~~undertake~~ deliver to Landlord and all Landlord mortgagees a written notice so stating (the “Second Notice”). If Landlord or any Landlord mortgagee fails to diligently commence to cure such default within ten (10) days after receipt of the Second Notice (or fails to provide a Landlord Dispute Notice as set forth above), Tenant shall have the right to take reasonable actions ~~as may be reasonably necessary~~ to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”Required Repairs; provided, however, ~~that in no event~~ Tenant shall ~~Tenant undertake~~ not be permitted to make any ~~actions that could~~ Required Repairs which are reasonably likely to materially or and adversely affect the ~~Base~~ structure of the applicable Building, Building systems, the exterior appearance of the Building, or any other tenant’s leased space. ~~Notwithstanding the foregoing, in~~ In the event ~~of an Emergency~~Tenant exercises its rights under this Section 13(f)(2), ~~no second written notice~~ Tenant shall ~~be required as long as Tenant advises~~ use only those contractors used by Landlord in the ~~first written notice~~ Building for work unless (i) such contractors are unwilling or unable to perform, or timely perform, such work or (ii) Landlord fails to identify who the approved contractors are for work in the Building within three (3) Business Days following Tenant's request therefor, in either of ~~Tenant’s intent~~ which events Tenant may utilize the services of any other qualified, appropriately insured, bonded and licensed (in the state in which the Building is located) contractor which normally and regularly performs similar work in comparable buildings. Prior to ~~perform~~ starting any such ~~Emergency repairs if Landlord does not commence the same within such five (5) business day period~~work, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall furnish Landlord with copies of contracts (redacted to reflect the warranties and guaranties provided for the benefit of Tenant and Landlord contained therein); necessary governmental permits and approvals; and evidence of contractor’s and subcontractor’s insurance. All such work shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs performed in a good and workmanlike ~~and commercially reasonable manner, (e) Tenant shall use~~ manner using new or like new ~~materials,~~ materials and ~~(f)~~ Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the ~~Building~~Project. ~~Promptly following~~ Tenant shall comply with the reasonable rules, regulations and procedures for the performance of work in the Building which have been provided to Tenant and shall otherwise comply with all applicable requirements set forth in Section 12 of this Lease. Upon completion of any ~~work taken by Tenant pursuant to the terms of this Section 7.5~~such work, Tenant shall ~~deliver a detailed invoice~~ furnish “as-built” plans (to the extent appropriate), completion affidavits, full and final waivers of lien and receipted bills covering all labor and materials. Tenant shall assure that the work ~~completed~~complies with all insurance requirements of this Lease and applicable Laws. (3) If Tenant exercises its right to perform Required Repairs, ~~the materials used and the costs relating thereto~~as provided above, ~~and~~ then Landlord shall reimburse the actual out-of-pocket reasonable cost thereof within thirty (30) days following Tenant’s delivery of: (i) a written notice describing in reasonable detail the action taken by the Tenant, and (ii) reasonably satisfactory evidence of the cost of such remedy. Landlord shall, within thirty (30) days following Tenant’s written request for reimbursement of the costs of the Required Repairs notify Tenant of whether Landlord reasonably and in good faith disputes that (x) Tenant did not perform the ~~amounts expended~~ Required Repairs in the manner permitted by this Lease, (y) that the amount Tenant ~~in connection with such work~~requests be reimbursed from Landlord for performance of the Required Repairs is incorrect or excessive, ~~provided~~ or (z) that Landlord ~~shall have the right to reasonably object if Landlord claims that such action did~~ was not ~~have to be taken by Landlord pursuant to~~ obligated under the terms of this Lease to make all or ~~that~~ a portion of the ~~charges are excessive~~ Required Repairs (“Landlord’s Objection Notice”) which such Landlord’s Objection Notice shall state with reasonable detail the reasons for Landlord’s objection to Tenant’s request for reimbursement. If Landlord delivers a Landlord’s Objection Notice to Tenant, then Tenant shall not be entitled to offset such amounts from Base Rent (provided, if Landlord contends the amount spent by Tenant in ~~which case~~ making such repairs is excess and does not otherwise object to Tenant's actions pursuant to this Section 13(f), then Landlord shall pay the amount it contends would not have been excessive). ~~For purposes~~ If Landlord fails to reimburse Tenant within thirty (30) days following Tenant’s request for reimbursement and supporting documentation or fails to provide a Landlord’s Objection Notice as set forth above, Tenant may offset any reasonable amounts incurred in connection therewith against Base Rent payable hereunder up to an amount equal to fifty percent (50%) of the then-in effect Base Rent over successive months until Tenant is reimbursed in full. Tenant’s rights and remedies under this Section ~~7.5~~13(f) are in addition to, ~~an “Emergency”~~ and not in lieu of, any right or remedies Tenant has at law, except to the extent such rights or remedies are waived by Tenant or otherwise identified by Tenant as its sole remedy in this Lease. (4) Notwithstanding anything in this Section 13(f) to the contrary, the foregoing self-help right (i) shall ~~mean an event threatening immediate and material danger to people located~~ not apply in the ~~Building~~ event of any fire or ~~immediate~~casualty at the Project, ~~material damage~~ it being acknowledged and agreed that Section 20 shall govern with respect to any such fire or casualty event, (ii) shall not apply in the event of any condemnation, it being acknowledged and agreed that Section 32 shall govern with respect to any such condemnation, (iii) shall not apply to the ~~Building, Base Building,~~ 331 Premises or ~~creating a realistic possibility of an immediate~~ any Common Area and ~~material interference with,~~ (iv) shall not permit Tenant to access any other tenant’s or ~~immediate and material interruption of a material aspect of Tenant~~occupant’s ~~business operations~~space at the Project.

Appears in 1 contract

Samples: Lease Agreement (Atlassian Corp PLC)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises, including repairs~~ to ~~the portions of the Building that are~~ be performed by Landlord~~’s responsibility under Section 7.4 (the “Base Building”)~~, which event or circumstance ~~with respect to the Base Building~~ materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than ~~thirty~~ twenty (3020) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such ~~notice~~Notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second written notice from Tenant~~ days' Notice to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If Notwithstanding the foregoing, in an Emergency, the initial thirty (30) day Notice and the subsequent ten (10) day notice shall not be required, and Tenant ~~undertakes such corrective actions pursuant~~ may commence the required action upon reasonable (but not more than twenty-four (24) hours') prior notice to ~~this Section 7.3, then~~ Landlord (~~a) the insurance and indemnity provisions set forth in this Lease~~ which notice may be oral). Landlord's failure to dispute Tenant's right to make repairs shall ~~apply to Tenant’s performance~~ conclusively be deemed Landlord's waiver of ~~such corrective actions, (b)~~ any claim that Tenant ~~shall proceed~~ improperly performed self-help in accordance with ~~all applicable laws~~this Section 7.4 or that the costs incurred by Tenant in such performance are excessive. In the event Tenant takes such action, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~19.5.3, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within twenty (20) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within twenty (20) days after receipt of Tenant's invoice, a written objection to the payment of such invoice ("Landlord's Set-Off Notice"), setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, and if so elected by Tenant shall be Tenant's sole remedy. If Landlord delivers a Landlord's Set-Off Notice to Tenant, then Tenant shall not be entitled to such deduction from Rent. Rather, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, specifically: (1) either party shall give written notice to the other that such dispute needs to be resolved by arbitration and (2) within thirty (30) days after the giving of the written notice, both parties shall submit the dispute to arbitration administered by JAMS or any successor thereto under the Expedited Procedures provisions (Rules 16.1-16.2 in the current edition) of the JAMS Comprehensive Arbitration Rules and Procedures. The term "JAMS Arbitration" shall mean the foregoing dispute resolution process. The determination rendered by the arbitrator shall be binding upon the parties and may be entered in any court having jurisdiction thereof, and the prevailing party shall be awarded its reasonable attorneys' fees and costs. If Tenant prevails in the arbitration, the amount of the award (which shall include interest at the Interest Rate from the time of delivery of Tenant's invoice for such expenditures until the date Tenant receives such payment together with reasonable attorneys' fees and related costs), then Landlord shall reimburse Tenant such amounts directly within forty five (45) days after the conclusion of such arbitration. For purposes of this Section ~~7.5~~7.4, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, ~~Base Building~~Building Systems, Building Structure, Tenant Improvements, or ~~creating~~ Alterations, or creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s 's business operations.

Appears in 1 contract

Samples: Lease Agreement (Cytokinetics Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions~~ (excluding therefrom any repair obligation of the ~~Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”~~utility company)~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than ~~thirty~~ twenty-one (3021) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second written~~ days’ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”required action; provided, however, that ~~in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding~~ notwithstanding the foregoing, in the event of an ~~Emergency, no second written~~ emergency (which is strictly limited to an event that will have a material negative impact upon the Building or Premises if not addressed immediately) Tenant shall following prior email and telephone notice ~~shall~~ to Landlord be ~~required~~ entitled to undertake immediate action of such nature as ~~long as Tenant advises~~ would be Landlord’s responsibility unless Landlord ~~in the first written notice of Tenant’s intent~~ undertakes immediate action to ~~perform~~ address such ~~Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices~~emergency. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at the Interest Rate (as hereinafter defined in Section 18.3). In the event Tenant takes such action, and such work will affect the Building systems (including, without limitation, any intra building network cable) or the structural integrity of the Building or the roof of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor licensed for the trade involved which normally and regularly performs similar work in Class A Buildings. If Further, if Landlord does not deliver a detailed written objection to Tenant ~~undertakes~~ within thirty (30) days after receipt of an invoice by Tenant of its costs of taking such ~~corrective actions pursuant to this Section 7.3~~action on behalf of Landlord, and if such invoice from Tenant sets forth with reasonably particularity the costs and expenses incurred in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice from Rent next due under the Lease. If, however, in good faith Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance of such corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ a written objection setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of ~~this~~ the Lease or that the charges are excessive (in which case Landlord shall nevertheless pay the amount it contends would not have been excessive)) or that the action was unwarranted, then the parties shall work together in good faith to reach a mutual agreement within ten (10) days after Tenant’s receipt of Landlord’s objection. ~~For purposes~~ If the parties are unable to reach a mutually acceptable resolution, the matter shall proceed to resolution by the selection of ~~this Section 7.5~~an arbitrator to resolve the dispute, ~~an “Emergency”~~ which arbitrator shall ~~mean an event threatening immediate~~ be selected and ~~material danger to people located in the Building or immediate, material damage~~ qualified pursuant to the ~~Building~~procedures set forth in Section 19.1 and whose costs shall be paid for by the losing party, ~~Base Building, or creating~~ unless it is not clear that there is a ~~realistic possibility~~ “losing party,” in which event the costs of ~~an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations~~arbitration shall be shared equally.

Appears in 1 contract

Samples: Office Lease (Annie's, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if (i) Tenant provides ~~written~~ notice (“Tenant Repair Notice”) in writing to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 constitutes a Tenant Repairable Circumstance (~~the “Base Building”~~as hereinafter defined), ~~which event or circumstance with respect to the Base Building materially~~ and ~~adversely affects the conduct of Tenant’s business from the Premises, and~~ (ii) Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said~~ such notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), ~~or, in~~ then Tenant may proceed to take the ~~event~~ necessary corrective action upon delivery of an ~~Emergency~~ additional seven (~~as defined below), not later than five (5~~7) business ~~days after receipt of such notice, then Tenant shall have the right~~ days’ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ corrective action if Landlord fails to timely do so (provided that such notice shall expressly reference this Section 7.4 and include the following language in bold, capitalized text: “"IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS ~~LETTER~~ NOTICE WITHIN ~~FIVE~~ SEVEN (57) BUSINESS DAYS FROM LANDLORD’S 'S RECEIPT OF THIS ~~LETTER~~NOTICE, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S 'S EXPENSE”~~; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building~~). Notwithstanding any of the ~~foregoing~~terms set forth in this Lease to the contrary, if, the Tenant Repairable Circumstance constitutes an Emergency (as hereinafter defined), and if Tenant indicates in the ~~event of~~ Tenant Repair Notice that the Tenant Repairable Circumstance constitutes an Emergency, ~~no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ and if Landlord ~~does not~~ fails to commence corrective action within a reasonable period of time given the ~~same~~ existence and nature of the Emergency (or fails to diligently pursue such corrective action to completion within a reasonable period of time given the existence and nature of the Emergency), then Tenant may proceed to take the necessary corrective action upon delivery of an additional notice to Landlord prior to or concurrently with Xxxxxx’s taking such ~~five (5) business day period, utilizing the language required in second notices~~action specifying that Tenant is taking such corrective action. If ~~such~~ Tenant has the right pursuant to either or both of the preceding sentences to take corrective action ~~was required under the terms of this Lease~~ to ~~be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~address a Tenant Repairable Circumstance, ~~then~~ Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at the Interest Rate. In the event Tenant takes such action~~. If Tenant undertakes such corrective actions pursuant to this Section 7.3~~, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in First Class Life Sciences Projects. Promptly following completion of any work taken by Tenant pursuant to the ~~terms~~ Terms of this Section ~~7.5~~7.4, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Xxxxxxxx delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent; provided, however, that Tenant may proceed to claim a default by Landlord. ~~For purposes~~ If Tenant prevails with regard to such claim, the amount of the award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset, as well as attorneys’ fees and related costs) may be deducted by Tenant from the Rent next due and owing under this ~~Section 7.5~~Lease. As used herein, an the term “Tenant Repairable Circumstance” shall mean a Landlord Repair Obligation, the repair of which can be accomplished without adversely impacting other tenants in the Building and/or Building Systems serving tenants other than Tenant, and the failure by Landlord to perform will materially or adversely affects the conduct of Tenant’s business in the Premises, and the term “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or ~~immediate, material~~ immediate and substantial damage to Tenant’s property or the ~~Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect~~ Premises. Tenant’s 0000-0000-0000.7371310.00016/10-2-23/gjn/gjn -23- [Britannia Oyster Point][Pliant Therapeutics] indemnification obligations set forth in this Lease shall apply to any exercise of Tenant’s ~~business operations~~rights pursuant to the terms of this Section 7.4.

Appears in 1 contract

Samples: Lease (Pliant Therapeutics, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding ~~any provision to~~ the ~~contrary contained in this Lease~~provisions of Section 7.1, above, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required~~ as set forth in ~~the Premises~~Section 7.1, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, above and Landlord fails to ~~commence corrective~~ provide such action within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right~~ required action upon delivery of an additional ten (10) days notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms~~ TCCs of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action; provided, however, notwithstanding such thirty (30) day period, Landlord shall use commercially reasonable efforts to expedite such repairs to ensure completion as soon as reasonably practicable. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, ~~then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b)~~ Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Building for similar work unless such contractors are unwilling or unable to perform such ~~corrective actions only such reputable contractors and suppliers as are duly licensed and qualified~~work, ~~(d)~~ in which event Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on may utilize the ~~other tenants and occupants of the Building. Promptly following completion~~ services of any other qualified contractor which normally and regularly performs similar work ~~taken by~~ in the Comparable Buildings. If Landlord delivers to Tenant ~~pursuant~~ within thirty (30) days after receipt of Tenant's invoice, a written objection to the ~~terms~~ payment of ~~this Section 7.5~~such invoice, ~~Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection~~ setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularly Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the ~~terms~~ TCCs of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency” shall mean an event threatening immediate and material danger~~ then, as Tenant's sole remedy, Tenant may proceed to ~~people located~~ institute legal proceedings against Landlord to collect the amount set forth in the ~~Building or immediate, material damage~~ subject invoice; provided that under no circumstances shall Tenant be allowed to ~~the Building, Base Building~~(i) deduct such disputed amount from Rent, or ~~creating~~ (ii) terminate this Lease. If Tenant receives a ~~realistic possibility~~ non-appealable final judgment against Landlord in connection with such legal proceedings. Tenant may deduct the amount of ~~an immediate~~ the judgment, not to exceed the amount of the unpaid portion of the relevant invoice, from the Base Rent next due and ~~material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.~~owing under this Lease;

Appears in 1 contract

Samples: Office Lease (Farville Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially~~ provision of utilities and/or services and/or repairs and/or maintenance as set forth in Sections 6.1 and ~~adversely affects the conduct~~ 7.1 of ~~Tenant’s business from the Premises~~this Lease, above, and Landlord fails to ~~commence corrective~~ provide such action ~~within a reasonable period~~ as required by the terms of ~~time~~this Lease, ~~given~~ then Tenant may proceed to take the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business ~~days after receipt of such notice, then Tenant shall have the right~~ days’ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest at the Interest Rate, during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. In the event Tenant takes such action, and such work will affect the Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. If Landlord agrees that Tenant ~~undertakes~~ will have access to the Building, the Systems and Equipment, the Building structure and Real Property to the extent necessary to perform the work contemplated by this provision. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located in the Building or immediate~~such deduction from Rent, ~~material damage~~ but as Tenant’s sole remedy, Tenant may proceed to have such dispute settled pursuant to the ~~Building~~proceedings described in Section 29.23 below, ~~Base Building~~and if Tenant obtains a judgment in its favor in such proceedings, ~~or creating a realistic possibility~~ Tenant shall have the right to deduct the amount of ~~an immediate~~ such judgment and ~~material interference with, or immediate~~ attorneys’ fees awarded in such proceedings from the Rent next due and ~~material interruption of a material aspect of Tenant’s business operations~~owing by Tenant under this Lease if such amount and attorneys’ fees are not paid within thirty (30) days after such judgment is issued.

Appears in 1 contract

Samples: Office Lease (KBS Real Estate Investment Trust II, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice (or oral notice in the event of an “Emergency,” as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions of the Building~~ that ~~are~~ is Landlord’s responsibility under ~~Section 7.4 (~~this Lease and is required on any full floor of the ~~“Base Building”)~~Building leased by Tenant, which event or circumstance ~~with respect to the Base Building~~ materially ~~and~~ or adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such Notice, or within 24 hours if Tenant informs Landlord that the event or circumstance affects Tenant’s mission-critical operations, then Tenant may proceed to take the required action upon delivery of an additional two (~~unless Landlord’s obligation cannot reasonably be performed within thirty~~ 2) business days’ Notice to Landlord specifying that Tenant is taking such required action (~~30) days~~provided, ~~in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within~~ however, that the initial thirty (30) ~~days~~ day Notice and ~~diligently pursues performance to completion), or, in~~ the ~~event of an Emergency~~ subsequent two (~~as defined below),~~ 2) day Notice shall not ~~later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may~~ be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five (5)~~ 30 day or 2 business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.4, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but may, at Tenant’s option, proceed to claim a default by Landlord and institute an appropriate action at law to collect amounts claimed due. For purposes of this Section ~~7.5~~7.2, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, ~~Base Building~~or Premises, or ~~creating~~ creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 1 contract

Samples: Office Lease (Netlogic Microsystems Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ Notice (or oral notice in the event of an Emergency Condition, as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises~~to be performed by Landlord under this Lease that relates to (i) any floor leased by Tenant, ~~including repairs to the portions of the~~ (ii) any Building ~~that are Landlord’s responsibility under Section 7.4~~ Systems, or (~~the “Base Building”)~~iii) any Emergency Condition, which event or circumstance ~~with respect to the Base Building~~ materially and adversely affects the conduct of Tenant’s business from the Premises or Tenant’s access to the Premises, without Tenant being obligated to take extraordinary measures or incur material expense, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than ~~thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such ~~notice~~notice and to diligently prosecute the corrective action to completion, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within~~ upon delivery of an additional five (5) ~~business days following Landlord’s receipt of a second written~~ days’ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial ten (10) business day notice and the subsequent five (5) day notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ be replaced with a single twenty-four (24) hour notice in the event of an ~~Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such~~ Emergency ~~repairs~~ Condition) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period (or within twenty-four (24) hours in the event of an Emergency Condition) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable out-of-pocket ~~third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If Notwithstanding anything contained herein to the contrary, in no event shall Tenant ~~undertakes such corrective actions pursuant~~ be permitted to take any action under this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant 5.3 that relates to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)Building Structure. For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 1 contract

Samples: Lease Agreement (Silk Road Medical Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written ------------------------------ notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~Landlord Maintenance Items, and Landlord fails to provide or commence ~~corrective~~ to provide (and thereafter diligently proceed with such efforts to completion), such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ ten (3010) days after receipt of ~~said~~ such written notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional~~ or such lesser period of time as ~~is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or,~~ may be applicable in the event of an ~~Emergency (as defined below~~emergency), ~~not later than~~ Tenant may proceed to take the required action upon delivery of an additional five (5) business days ~~after receipt of such notice, then Tenant shall have~~ notice to Landlord (or within the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5~~applicable and appropriate time period based on an emergency) ~~business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the reasonable out-of-pocket third-party~~ Tenant's costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If Tenant ~~undertakes~~ shall use only those contractors used by Landlord for such ~~corrective actions pursuant~~ work unless such contractors are unwilling or unable to ~~this Section 7.3~~perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant~~’s performance~~ , within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located~~ such deduction from Rent, but Tenant may proceed to institute legal proceedings against Landlord to collect the amount set forth in the ~~Building or immediate~~subject invoice. If Tenant receives a non- appealable final judgment against Landlord in connection with such legal proceedings, ~~material damage~~ Tenant may deduct the amount of the judgment, not to exceed the ~~Building~~amount of the unpaid portion of the relevant invoice, together with interest thereon at the Interest Rate from the Base ~~Building, or creating a realistic possibility of an immediate~~ Rent next due and ~~material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations~~owing under this Lease.

Appears in 1 contract

Samples: Office Lease (Wells Real Estate Fund Viii Lp)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ Notice (or oral notice in the event of an "Emergency," as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises, including repairs~~ to ~~the portions of the Building that are~~ be performed by Landlord~~’s responsibility under Section 7.4 (the “Base Building”)~~, which event or circumstance ~~with respect to the Base Building~~ materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the ~~Premises~~Premises or otherwise constitutes an Emergency, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than ~~thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such ~~notice~~notice and to diligently prosecute the corrective action to completion, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within~~ upon delivery of an additional five (5) ~~business days following Landlord’s receipt of a second written~~ days' notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial ten (10) business day notice and the subsequent five (5) day notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ not be required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) ~~business~~ day period (or immediately in the event of an Emergency) and thereafter diligently pursued to completion, then Tenant shall have the right to take such corrective action and shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.4, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, then Tenant shall be entitled to deduct from Rent next due and ~~Landlord shall reimburse Tenant~~ owing under this Lease, the ~~amounts expended~~ amount set forth in such invoice with interest at the Interest Rate from the time of expenditure by Tenant ~~in connection~~ until offset. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from Rent. If Landlord so objects, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to arbitration administered by the JAMS or any successor thereto under the Expedited Procedures provisions (Rules 16.1-16.2 in the current edition) of the JAMS Comprehensive Arbitration Rules and Procedures. If Tenant prevails in the arbitration, the amount of the Arbitration Award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys' fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease. The determination rendered by the arbitrator shall be binding upon the parties and may be entered in any court having jurisdiction thereof, and the prevailing party shall be awarded its reasonable attorneys’ fees and costs. For purposes of this Section ~~7.5~~7.4, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in or about the Building or immediate, material damage to the Premises, Building, ~~Base Building~~Building Systems, Building Structure, Tenant Improvements, Alterations, trade fixtures or personal property, or ~~creating~~ creates a realistic possibility of an immediate and material interference with, or immediate and material interruption ~~of a material aspect of~~ of, Tenant’s 's business operations.. Tenant's rights under this

Appears in 1 contract

Samples: Office Lease (SoFi Technologies, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly ~~following completion of any work taken by Tenant pursuant to the terms of this Section 7.5~~EXHIBIT C -3- HCP LS REDWOOD CITY, ~~Tenant shall deliver a detailed invoice of the work completed~~LLC [First Amendment] [Relypsa, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.Inc.]

Appears in 1 contract

Samples: Lease (Relypsa Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms and conditions set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written notice~~ Notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to~~ of the portions of the Building ~~that are Landlord’s responsibility under Section 7.4 (~~located on the ~~“Base Building”)~~floors of the Building which contain the Premises, including the Building Structure and/or Building Systems on such floors, which event or circumstance with respect to the ~~Base~~ Building Structure or Building Systems materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the Premises, and Landlord fails to commence corrective action within a reasonable period of ~~time~~time and to thereafter diligently proceed with such efforts to completion, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such Notice in which to commence such corrective action (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days~~except in cases of emergency where Tenant's conduct of Tenant's Permitted Use is adversely and materially affected, in which ~~event Landlord shall be allowed additional~~ case one (1) business day after receipt of such Notice or such later period of time as is reasonably necessary to ~~perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion~~commence such corrective action), ~~or, in~~ then Tenant may proceed to take the ~~event~~ required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business ~~days after receipt of such notice, then Tenant shall have the right~~ days' Notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms~~ provisions of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest thereon at the Interest Rate. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action for work that affects the Building Structure and/or the Building Systems, ~~then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b)~~ Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Building for work unless such contractors are unwilling or unable to perform such ~~corrective actions only~~ work at competitive market rates, or timely perform such ~~reputable contractors~~ work, in any such event Tenant may utilize the services of any other qualified contractor which normally and ~~suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs~~ regularly performs similar work in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the BuildingComparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the ~~terms~~ provisions of this Section ~~7.5~~7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the ~~terms~~ provisions of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes~~ , then Tenant shall not then be entitled to such deduction from Rent and the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Section 29.29 of this ~~Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located~~ Lease. If Tenant prevails in the ~~Building~~ arbitration, the amount of the Arbitration Award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or ~~immediate, material damage~~ offset and attorneys' fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease if Landlord fails to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationspay such Arbitration Award within thirty (30) days after it is so awarded.

Appears in 1 contract

Samples: Office Lease (Etoys Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms and conditions set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ Notice (as that term is defined in Section 26.18 below) (or oral notice delivered to an authorized representative of Landlord in the event of an Emergency) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required to (i) the interior of the Premises (except as otherwise set forth in items (ii) and (iii) below), (ii) the Base Building (specifically excluding the Building structure) (but only to the extent that such Base Building does not affect other areas of the Project outside the Premises), ~~including repairs~~ and (iii) the Building Systems (but only to the ~~portions~~ extent that such Building Systems do not affect other areas of the ~~Building that are Landlord’s responsibility under Section 7.4~~ Project outside the Premises) (collectively, the “~~Base Building~~Landlord Repair Items”), which event or circumstance with respect to the ~~Base Building~~ Landlord Repair Items materially ~~and~~ or adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such ~~notice~~Notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt~~ days’ Notice to Landlord (one (1) business day in the case of ~~a second written notice from Tenant~~ emergency as described above) specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms and conditions of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.and

Appears in 1 contract

Samples: Office Lease (GoodRx Holdings, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to ~~repair and/or maintenance required~~ any Landlord Repair Obligation in ~~the Premises~~connection with a Building leased solely by Tenant, ~~including~~ excluding repairs to the ~~portions of the~~ Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~Structure or Building Systems, which event or circumstance ~~with respect to the Base Building~~ materially and adversely affects the conduct of Tenant’s 's business from ~~the Premises~~such Building, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said~~ such notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time~~ or such lesser period as is ~~reasonably necessary to perform~~ reasonable under the ~~obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or,~~ circumstances in the event of an ~~Emergency (~~"Emergency," as that term is defined ~~below~~hereinbelow)~~, not later than five (5) business days after receipt of such notice~~, then Tenant ~~shall have~~ may (i) compel Landlord to perform its obligations or obtain an order of the ~~right~~ applicable court authorizing Tenant to ~~undertake such actions as may be reasonably necessary~~ perform the unfulfilled maintenance obligation at Landlord’s expense, or (ii) proceed to ~~make such repairs if Landlord thereafter fails to commence corrective~~ take the required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second written~~ days' notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the subsequent ten (10)-day notice shall ~~Tenant undertake any actions that could materially or adversely affect~~ be reduced to a period as is reasonable under the ~~Base Building. Notwithstanding the foregoing,~~ circumstances in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day (or shorter in the Emergency) period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable and out-of-pocket ~~third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Project for similar work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.reasonably

Appears in 1 contract

Samples: Lease (Nuvasive Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms and conditions set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written notice~~ Notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required~~ of the portions of the Buildings comprised of full floors which are included in the Premises, including ~~repairs to the portions of~~ the Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~Structure and/or Building Systems on such floors, which event or circumstance with respect to the ~~Base~~ Building Structure or Building Systems materially ~~and~~ or adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of ~~time~~time and to thereafter diligently proceed with such efforts to completion, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than ~~thirty~~ fifteen (3015) days after receipt of ~~said notice~~ such Notice in which to commence such corrective action (~~unless Landlord~~except in cases of emergency where Tenant’s ~~obligation cannot reasonably be performed within thirty (30) days~~conduct of Tenant’s Permitted Use is adversely and materially affected, in which ~~event Landlord shall be allowed additional~~ case one (1) business day after receipt of such Notice or such later period of time as is reasonably necessary to ~~perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion~~commence such corrective action), ~~or, in~~ then Tenant may proceed to take the ~~event~~ required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business ~~days after receipt~~ days’ Notice to Landlord, except in the case of ~~such notice~~emergency where no additional notice shall be required, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms~~ provisions of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest thereon at the Interest Rate. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action for work that affects the Building Structure and/or the Building Systems, ~~then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b)~~ Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Buildings for work unless such contractors are unwilling or unable to perform such ~~corrective actions only~~ work at competitive market rates, or timely perform such ~~reputable contractors~~ work, in any such event Tenant may utilize the services of any other qualified contractor which normally and ~~suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs~~ regularly performs similar work in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the BuildingComparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the ~~terms~~ provisions of this Section ~~7.5~~7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the ~~terms~~ provisions of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes~~ , then Tenant shall not then be entitled to such deduction from Rent and the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Section 29.29 of this ~~Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located~~ Lease. If Tenant prevails in the ~~Building~~ arbitration, the amount of the Arbitration Award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or ~~immediate, material damage~~ offset and attorneys’ fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease if Landlord fails to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationspay such Arbitration Award within thirty (30) days after it is so awarded.

Appears in 1 contract

Samples: Office Lease (Electronic Arts Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision set forth in this Article 9 to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions~~ of the ~~Building that are Landlord’s responsibility under Section 7.4~~ Premises only (and not any other portion of the ~~“Base Building”~~Project)~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in ~~any~~ no event ~~not later~~ earlier than thirty (30) days after ~~receipt of said notice (unless~~ Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business days ~~following Landlord’s receipt of a second written~~ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of ~~this~~ the Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such ~~five~~ ten (510) ~~business~~ day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s actual reasonable ~~out-of-pocket third-party~~ costs ~~and expenses actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant~~ action, and such work will affect the Project systems or the structural integrity of the Project, Tenant shall use only those contractors used by Landlord in the Project for work on such Project systems or structure unless such contractors are unwilling or unable to ~~this Section 7.3~~perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class buildings and who is reasonably approved by Landlord in writing. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Basic Rental payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends ~~would~~ is not ~~have been~~ excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located in the Building or immediate~~such deduction from rent, ~~material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of~~ but as Tenant’s ~~business operations~~sole remedy, Tenant may proceed to claim a default by Landlord under this Lease, provided that under no circumstances shall Tenant be allowed to terminate this Lease based upon such default by Landlord.

Appears in 1 contract

Samples: Standard Office Lease (Tut Systems Inc)

Tenant’s Right to Make Repairs. (i) Notwithstanding any provision set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility~~ under Section ~~7.4~~ 9(a) above (~~the “Base Building”~~hereinafter, a "Required Action")~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to commence ~~corrective~~ such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in ~~any~~ no event ~~not~~ later than thirty (30) days after Landlord's receipt of ~~said~~ such notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty~~ or sooner in case of emergency, as set forth below in subsection (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completioniii)), ~~or,~~ then if such repair is in the ~~event~~ interior, non-structural portion of the Premises, or if Landlord's failure with respect to such repair and maintenance obligations otherwise materially and adversely affects Tenant's normal business operations, Tenant may proceed to take the required action following the delivery of an ~~Emergency~~ additional ten (~~as defined below), not later than five (5~~10) business days ~~after receipt of such notice, then Tenant shall have the right~~ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying ~~that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language~~ in bold~~, capitalized text~~-faced capital letters that: ~~“IF LANDLORD FAILS~~ "LANDLORD'S FAILURE TO ~~COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER~~ PERFORM AN OBLIGATION WITHIN ~~FIVE~~ (510) BUSINESS DAYS ~~FROM LANDLORD’S RECEIPT~~ OF RECEIVING THIS ~~LETTER~~NOTICE MAY RESULT IN TENANT EXERCISING SELF-HELP", TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of ~~this~~ the Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such ~~five~~ additional ten (510) business day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be ~~entitled~~ permitted to ~~prompt reimbursement~~ perform such repair at Landlord's cost. In the event Tenant takes such action, and such work will affect the Project Systems or the structural integrity of the Project, Tenant shall use only those contractors used by Landlord in the Project for work on such Project Systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. (ii) If Landlord fails to pay to Tenant the actual documented cost of such cure within twenty (20) days following Landlord's receipt of Tenant's demand therefor, including a statement setting forth the amount due, and, if available, executed mechanics' lien releases from the party or parties performing such repairs complying with the appropriate provisions of California Civil Code Sections 8136 and 8138, then Tenant may provide to Landlord a second written demand therefor ("Second Demand") which contains the following phrase on page 1 of the ~~reasonable out-of-pocket third-party costs~~ notice in all capital letters and ~~expenses actually incurred~~ boldface type (or it shall not be deemed validly delivered to Landlord) "YOUR FAILURE TO REIMBURSE TENANT AS REQUIRED HEREIN WITHIN TEN (10) DAYS SHALL ENTITLE THE UNDERSIGNED TO EXERCISE CERTAIN OFFSET RIGHTS AS SET FORTH IN THE LEASE WITHOUT FURTHER NOTICE." If Landlord fails to pay to Tenant the amount due to Tenant within ten (10) days following Landlord's receipt of the Second Demand, then Tenant may offset from the next installments of rent and other charges coming due under this Lease the full amount owed by Landlord to Tenant together with interest at the Interest Rate from the date of payment until the date of offset, provided, however, that (i) the amount of offset during any month shall not exceed the greater of (A) ten percent (10%) of the total Basic Rent payable by Tenant to Landlord for such month, or (B) the amount necessary to fully amortize Tenant’s cost of cure from the date of completion of such cure to the earlier to occur of (x) the date which is twenty four (24) months after such date of completion, or (y) the expiration date of the Term (without regard to any unexercised renewal options); and (ii) Landlord is not then contesting same (or having contested same, a judgment, decision or ruling in ~~taking~~ such action, mediation or arbitration has been rendered in favor of Tenant). Tenant shall obtain and deliver to Landlord waivers of liens from all contractors, subcontractors and materialmen providing work or materials with respect to any such repairs performed by or on behalf of Tenant. (iii) Notwithstanding the foregoing, if there exists an emergency that is not addressed by Article 16 below such that the Premises or a material portion thereof are rendered untenantable or if Tenant is unable to conduct business from a material portion of the Premises as a result of such emergency and if Tenant gives Landlord written notice (the "Emergency Notice") of Tenant's intention to take action with respect thereto (the "Necessary Action") and the Necessary Action is also a Required Action, Tenant may take the Necessary Action if Landlord does not commence the Necessary Action prior to the end of the business day which is two (2) business days following the day of Landlord's receipt of the Emergency Notice (the "Emergency Cure Period") and thereafter use its commercially reasonably efforts and due diligence to complete the Necessary Action as soon as reasonably practicable. If Tenant ~~undertakes such corrective actions pursuant to this Section 7.3~~takes any Necessary Action hereunder, ~~then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b)~~ Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Project for such work unless such contractors are unwilling or unable to perform such ~~corrective actions only such reputable contractors and suppliers as are duly licensed and qualified~~work, ~~(d)~~ in which event Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on may utilize the ~~other tenants and occupants of the Building. Promptly following completion~~ services of any other qualified contractor which normally and regularly performs similar work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationscomparable buildings.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Cohu Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s 's receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “"IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S 'S RECEIPT OF THIS LETTER, TENANT ~~WILL~~ SHALL HAVE THE RIGHT TO PERFORM SUCH REPAIRS AT LANDLORD’S 'S EXPENSE”"; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s 's intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s 's performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.reputable

Appears in 1 contract

Samples: Sublease (Pulmonx Corp)

Tenant’s Right to Make Repairs. Notwithstanding any provision set forth in the Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of a structural component, or any Building Systems or telecommunications system of or in the Premises or the Building (including, but not limited to, damage to the roof, or exterior window or door)) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premisesmaintenance, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than ~~thirty~~ twenty-one (3021) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second written~~ days' notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ such additional notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ not be required in the event of an ~~Emergency~~emergency), ~~no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of ~~this~~ the Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such ~~five~~ ten (510) ~~business~~ day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest thereon at the Interest Rate. ~~If Tenant undertakes such corrective actions pursuant to this Section 7.3, then~~ The "Interest Rate" is defined as the lesser of (a) the ~~insurance and indemnity provisions set forth~~ rate publicly announced from time to time, by the largest (as measured by deposits) chartered bank operating in ~~this Lease shall apply to Tenant’s performance of such corrective actions~~California, as its prime rate, reference rate or other similar benchmark rate, plus two percent (2%) or (b) the maximum rate permitted by law. In the event Tenant ~~shall proceed in accordance with all applicable laws~~takes such action, and such work will affect the Building Systems or the telecommunication system (cincluding, without limitation, any intrabuilding network cable) ~~Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified~~or the structural integrity of the Building, ~~(d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e)~~ Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or ~~like new materials~~unable to perform, ~~and (f)~~ or timely perform, such work, in which event Tenant ~~shall take reasonable efforts to minimize any material interference or impact on~~ may utilize the ~~other tenants and occupants of the Building. Promptly following completion~~ services of any other qualified contractor which normally and regularly performs similar work ~~taken by Tenant pursuant to the terms of this Section 7.5~~in comparable buildings. Furthermore, ~~Tenant shall~~ if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice ~~of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended~~ by Tenant ~~in connection with such work~~of its costs of taking action which Tenant claims should have been taken by Landlord, ~~provided that Landlord shall have the right to reasonably object~~ or if Landlord ~~claims~~ delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of ~~this~~ the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.case

Appears in 1 contract

Samples: Office Building Lease (United Restaurants Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which ~~requires the action of~~ is a Landlord ~~under this Lease with respect~~ Repair Obligation and Landlord failure to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of perform such Landlord Repair Obligation has a material adverse effect on Tenant’s ~~business from~~ use of or access to the Premises, and Landlord fails to commence corrective action within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than~~ thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within~~ on five (5) ~~business days following Landlord’s receipt of a second written~~ days’ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial thirty (30) day notice and the subsequent five (5) day notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ not be required in the event of an Emergency, ~~no second written notice~~ but rather the thirty (30) day period shall be ~~required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such~~ replaced by a five (5) business day period and the five (5) day period shall be replaced by a one (1) business day period), ~~utilizing the language required in second notices. If~~ and if such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) day (or one (1) business day in the event of an Emergency) period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket~~ costs and expenses in taking such action (including Tenant's reasonable supervision fee, or if Tenant has a third-party ~~costs and expenses actually incurred by~~ project manager, the actual fee paid to such third-party project manager, in either case not to exceed five percent (5%) of the cost of such repair). In the event Tenant ~~in taking~~ takes such action~~. If Tenant undertakes such corrective actions pursuant to this Section 7.3~~, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work (so long as such contractors are at reasonable cost comparable to other contractors providing such services for Comparable Buildings) unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.3, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto~~, and~~ . Landlord ~~shall~~ will reimburse Tenant ~~the~~ for all such costs within thirty (30) days after receipt of such invoice. If Landlord does not pay such amounts ~~expended~~ or deliver a detailed written objection to Tenant within thirty (30) days, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within the thirty (30) day period required in this Section 7.3, a written good faith objection to the exercise of such right, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasonable and good faith reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or or, if Landlord objects in good faith in writing (setting forth with particularity Landlord's reasonable and good faith objections) within thirty (30) days of receipt of Tenant's invoice that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent. ~~For purposes of~~ Any disputes with respect to Tenant’s rights and Landlord’s obligations under this Section ~~7.5~~7.3 may be submitted by Landlord or Tenant to JAMS Arbitration. As used in this Lease, an “Emergency” ~~shall mean an event threatening immediate and material danger~~ means any situation in which the applicable person, in its reasonable judgment, concludes that a particular action (including, without limitation, the expenditure of funds) is immediately necessary to ~~people located in the Building or immediate,~~ (a) avoid imminent material damage to the Building, ~~Base~~ Premises or Tenant's property (including any legal work in progress) located in the Premises, (b) protect any person from imminent harm, or (c) avoid the imminent unforeseen and unforeseeable suspension of any necessary material service in or to the Building or the Premises, the failure of which service would have a material and adverse effect on the Building, ~~or creating a realistic possibility of an immediate and material interference with~~the Premises, or ~~immediate and material interruption of a material aspect~~ the conduct of Tenant’s 's business ~~operations~~in the Premises.

Appears in 1 contract

Samples: Lease (Turning Point Therapeutics, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, during the Term, if Tenant provides ~~written~~ notice (or oral notice in the event of an Emergency) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in~~ of the ~~Premises~~Building, including repairs to the ~~portions of the~~ Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~structure and/or Building systems, which event or circumstance with respect to the ~~Base~~ Building structure or Building systems materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right~~ required action upon delivery of an additional ten (10) days' notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial thirty (30)-day notice and the subsequent ten (10)-day notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ not be required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) ~~business~~ day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, ~~then~~ and so long as Landlord identifies such contractors within three (a3) ~~the insurance and indemnity provisions set forth in this Lease shall apply to~~ days after Tenant~~’s performance of such corrective actions~~'s written request, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work at a commercially reasonable cost, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in comparable buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.6, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent. On the other hand, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by judicial reference pursuant to Section 14.7(b) of this Lease. If Tenant prevails in the judicial reference, the amount of the award may be deducted by Tenant from the Rent next due and owing under this Lease. For purposes ~~of this Section 7.5~~hereof, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, ~~Base Building~~Building systems, Building structure, Tenant Improvements, or ~~creating~~ Alterations, or creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s 's business operations.

Appears in 1 contract

Samples: Sublease (Upwork Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially~~ provision of utilities and/or services and/or repairs and/or maintenance as set forth in Sections 6.1 and ~~adversely affects the conduct~~ 7.1 of ~~Tenant’s business from the Premises~~this Lease, above, and Landlord fails to ~~commence corrective~~ provide such action ~~within a reasonable period~~ as required by the terms of ~~time~~this Lease, ~~given~~ then Tenant may proceed to take the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business days ~~after receipt of such notice, then Tenant shall have the right~~ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest at the Interest Rate, as that term is defined in Section 29.34 of this Lease, during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. In the event Tenant takes such action, and such work will affect the Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. If Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant ~~undertakes~~ of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges ~~are~~ arc excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located in the Building or immediate~~such deduction from Rent, ~~material damage~~ but as Tenant's sole remedy, Tenant may proceed to have such dispute settled pursuant to the ~~Building~~proceedings described in Section 29.3 1 below, ~~Base Building~~and if Tenant obtains a judgment in its favor in such proceedings, ~~or creating a realistic possibility~~ Tenant shall have the right to deduct the amount of ~~an immediate~~ such judgment and ~~material interference with, or immediate~~ attorneys' fees awarded in such proceedings from the Rent next due and ~~material interruption of a material aspect of Tenant’s business operations~~owing by Tenant under this Lease if such amount and attorneys' fees are not paid within thirty (30) days after such judgment is issued.

Appears in 1 contract

Samples: Office/Retail Lease (KBS Real Estate Investment Trust II, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms, conditions and covenants set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice to Landlord of ~~an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building~~ a “Self-Help Event,” as that ~~are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~term is defined below, which ~~event~~ Self-Help Event materially or ~~circumstance with respect to the Base Building materially and~~ adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action (or to commence any process required to commence corrective action (such as, but not limited to, the ordering of materials required to commence corrective action)) within a reasonable period of time, given the circumstances, after the receipt of such written notice, but in any event not later than ~~thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such written notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business ~~days following Landlord’s receipt of a second~~ days, written notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms~~ terms, conditions and covenants of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, ~~and (f)~~ or timely perform, such work, in which event Tenant ~~shall take reasonable efforts to minimize~~ may utilize the services of any ~~material interference or impact on the~~ other ~~tenants and occupants of the Building~~qualified contractor which normally find regularly performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease or, at Tenant’s option, require cash, reimbursement from Landlord within thirty (30) days after notice, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the ~~terms~~ terms, conditions and covenants of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Section 29.34 of this Lease. If Tenant prevails in the arbitration, the amount of the Award (which shall include interest at the “Interest Rate” (defined below) from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys’ fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease or, at Tenant’s option, be reimbursed from Landlord within thirty (30) days after notice. For purposes of this Section ~~7.5~~7.2, an a “~~Emergency~~Self-Help Event” shall mean an event ~~threatening immediate and material danger~~ or circumstance which requires the action of Landlord with respect to ~~people located~~ repair and/or maintenance that is required within the Premises. The term “Interest Rate” shall mean a rate per annum equal to the lesser of (i) the annual “Bank Prime Loan” rate cited in the ~~Building~~ Federal Reserve Statistical Release Publication G.13(415), published on the first Tuesday of each calendar month (or ~~immediate~~such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus four (4) percentage points, ~~material damage to~~ and (ii) the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationshighest rate permitted by applicable law.

Appears in 1 contract

Samples: Office Lease (Internet Brands, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ Notice (or oral notice in the event of an Emergency Condition, as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in to be performed by Landlord under this Lease that relates to (i) any floor leased by Tenant, (ii) any Building Systems that exclusively service Tenant, (iii) the ~~Premises~~Critical Common Areas, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4~~ or (~~the “Base Building”)~~iv) any Emergency Condition, which event or circumstance ~~with respect to the Base Building~~ materially and adversely affects the conduct of Tenant’s business from the ~~Premises~~Premises or Tenant’s access to the Premises and/or Critical Common Areas, without Tenant being obligated to take extraordinary measures or incur material expense, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than ~~thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such ~~notice~~Notice and to diligently prosecute the corrective action to completion, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within~~ upon delivery of an additional five (5) ~~business days following Landlord’s receipt of a second written notice from Tenant~~ days’ Notice to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial ten (10) business day Notice and the subsequent five (5) day Notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ be replaced with a single twenty-four (24) hour notice in the event of an ~~Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such~~ Emergency ~~repairs~~ Condition) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period (or within twenty-four (24) hours in the event of an Emergency Condition) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If Notwithstanding anything contained herein to the contrary, in no event shall Tenant ~~undertakes such corrective actions pursuant~~ be permitted to take any action under this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant 7.3 that relates to the ~~terms~~ Building Structure, as that term is defined in Section 8.2 of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsLease.

Appears in 1 contract

Samples: Office Lease (F5 Networks Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects~~ provision of utilities and/or services and/or repairs and/or maintenance to the ~~conduct of Tenant’s business from the Premises~~Premises or Project, and Landlord fails to ~~commence corrective~~ provide such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such ~~notice~~written notice (or such longer period of time if the nature of such action is such that the same cannot reasonably be completed within a ten (10) business day period, ~~then Tenant shall have the right to undertake~~ provided Landlord has diligently and continuously commenced such ~~actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ action within such period and thereafter diligently proceeds to complete said action as soon as possible), and such action relates to items contained on the floor or floors of the Building upon which the Premises are located Tenant may proceed to take the required action upon delivery of an additional five (5) business days ~~following Landlord’s receipt of a second written~~ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If In the event Tenant ~~undertakes~~ takes the action permitted above, and such ~~corrective actions pursuant~~ work may create a "Deficiency," as that term is defined in Section 3.1 of the Tenant Work Letter, Tenant shall use reputable contractors with experience in similar work. Further, if Landlord does not deliver a detailed written objection to ~~this Section 7.3~~Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord is in good faith delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that ~~the~~ specifically enumerated charges are excessive (in which case Landlord shall pay all of the charges not so enumerated, and further, with respect to the charges not so enumerated, the amount it contends would not have been excessive)~~. For purposes of~~ , then Tenant shall not be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant proceed to claim a default by Landlord under this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsLease.

Appears in 1 contract

Samples: Office Lease (Artistdirect Inc)

Tenant’s Right to Make Repairs. Notwithstanding ~~any provision to~~ the ~~contrary contained in this Lease~~provisions of Section 7.1, above, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required~~ as set forth in ~~the Premises~~Section 7.1, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, above and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional ten (510) business days ~~following Landlord’s receipt of a second written~~ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant~~ action, Tenant shall use only those contractors used by Landlord in the Building for similar work unless such contractors are unwilling or unable to ~~this Section 7.3~~perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings; provided, however, those contractors used by Landlord in the Building for similar work shall be deemed unwilling or unable to perform such work to the extent the cost and fees of such contractor are not reasonably competitive with other qualified contractors which normally and regularly perform similar work in the Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord (acting in good faith) delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes~~ , then Tenant shall not be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to claim a default by Landlord under this Lease; provided that under no circumstances shall Tenant be allowed to terminate this Lease based upon a such default by Landlord; provided further, however, the notice and cure periods otherwise required pursuant to SECTION 19.6 of this ~~Section 7.5, an “Emergency”~~ Lease shall ~~mean an event threatening immediate and material danger~~ be deemed to ~~people located~~ have been satisfied upon completion of the procedure specified in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsthis SECTION 7.2.

Appears in 1 contract

Samples: Office Lease (Newgen Results Corp)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially~~ provision of utilities and/or services and/or repairs and/or maintenance as set forth in Sections 6.1 and ~~adversely affects the conduct~~ 7.1 of ~~Tenant’s business from the Premises~~this Lease, above, and Landlord fails to ~~commence corrective~~ provide such action ~~within a reasonable period~~ as required by the terms of ~~time~~this Lease, ~~given~~ then Tenant may proceed to take the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business days ~~after receipt of such notice, then Tenant shall have the right~~ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest at the Interest Rate, during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. In the event Tenant takes such action, and such work will affect the Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. If Landlord agrees that Tenant ~~undertakes~~ will have access to the Building, the Systems and Equipment, the Building structure and Real Property to the extent necessary to perform the work contemplated by this provision. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located in the Building or immediate~~such deduction from Rent, ~~material damage~~ but as Tenant’s sole remedy, Tenant may proceed to have such dispute settled pursuant to the ~~Building~~proceedings described in Section 29.23 below, ~~Base Building~~and if Tenant obtains a judgment in its favor in such proceedings, ~~or creating a realistic possibility~~ Tenant shall have the right to deduct the amount of ~~an immediate~~ such judgment and ~~material interference with, or immediate~~ attorneys’ fees awarded in such proceedings from the Rent next due and ~~material interruption of a material aspect of Tenant’s business operations~~owing by Tenant under this Lease if such amount and attorneys’ fees are not paid within thirty (30) days after such judgment is issued.

Appears in 1 contract

Samples: Retail Lease (KBS Real Estate Investment Trust II, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises, including repairs~~ pursuant to the ~~portions~~ terms of ~~the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~this Lease, which event or circumstance ~~with respect to the Base Building materially and~~ materially, adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said~~ such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days’ notice to Landlord (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days~~provided, ~~in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within~~ however, that the initial thirty (30) ~~days~~ day notice and ~~diligently pursues performance to completion), or,~~ the subsequent ten (10) business day notice shall not be required in the event of an ~~Emergency (~~“Emergency,” as ~~defined~~ that term is defined, below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoingand, in ~~the event of an Emergency~~lieu thereof, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such one five (5) business day ~~period, utilizing the language~~ notice shall be required) specifying that Tenant is taking such required ~~in second notices. If~~ action and if such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ten (10) business day period (five (5) business ~~day period~~ days in the event of an Emergency) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants~~ only those contractors used by landlords of ~~the Building~~Comparable Buildings for comparable work. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Xxxxxxxx delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice (a “Landlord Objection Notice”), setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, and Xxxxxx’s sole remedy shall be to either (i) claim a default under this Lease (and seek damages or other relief permitted pursuant to applicable laws and this Lease), or (ii) elect to have the matter determined by binding arbitration before a retired judge of the Superior Court of the State of California under the auspices of Judicial Arbitration & Mediation Services, Inc. (“JAMS”). Such arbitration shall be initiated (if at all) by notice from Tenant to Landlord within ten (10) business days following Xxxxxx’s receipt of the Landlord Objection Notice (and, following such election (if applicable), the parties shall act in good faith to promptly proceed on a commercially reasonably basis to have the dispute resolved pursuant to a JAMS arbitration). For purposes of this Section ~~7.5~~7.2, an “Emergency” shall mean an event threatening immediate and material danger to people located in the ~~Building~~ Buildings or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsBuilding Structure.

Appears in 1 contract

Samples: Office Lease (Childrens Place Retail Stores Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice (or ------------------------------ oral notice in the event of an emergency, such as damage or destruction to or of a structural component, or any electrical, plumbing, mechanical or telecommunications system of or in the Building or the Premises (including but not limited to damage to the roof, or exterior window or door)) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs~~ pursuant to ~~the portions of the Building that are Landlord’s responsibility under~~ Section ~~7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~7.2 above, and Landlord fails to ~~commence corrective~~ provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said~~ such notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time~~ or such longer period as is reasonably necessary if more than 30 days are reasonably required to ~~perform the obligation so long as~~ complete such repairs and Landlord ~~begins performance~~ commences such repairs within ~~the initial thirty (~~such 30~~) days~~ -day period and thereafter diligently ~~pursues performance~~ attempts to ~~completion~~complete same), orthen Tenant may proceed to take the required action upon delivery of an additional ten (10) business days' notice to Landlord specifying that Tenant is taking such required action (provided, however, that such additional notice shall not be required in the event of an ~~Emergency (as defined below~~emergency), ~~not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs~~ and if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such ~~five~~ ten (510) ~~business~~ day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at the Interest Rate. In the event Tenant takes such action, and such work will affect the Base Building Systems (including, without limitation, any riser cabling) or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such systems unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. If Further, if Landlord does not deliver a detailed written objection to Tenant ~~undertakes~~ within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes~~ , then Tenant shall not be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to claim a default by Landlord and file an action in a court of ~~this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located~~ competent jurisdiction in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsconnection therewith.

Appears in 1 contract

Samples: Office Lease (Homestore Com Inc)

Tenant’s Right to Make Repairs. (i) Notwithstanding any provision set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility~~ under Section ~~7.4~~ 9(a) above (~~the “Base Building”~~hereinafter, a "Required Action")~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to commence ~~corrective~~ such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in ~~any~~ no event ~~not~~ later than thirty (30) days after Landlord's receipt of ~~said~~ such notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty~~ or sooner in case of emergency, as set forth below in subsection (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completioniii)), ~~or,~~ then if such repair is in the ~~event~~ interior, non-structural portion of the Premises, or if Landlord's failure with respect to such repair and maintenance obligations otherwise materially and adversely affects Tenant's normal business operations, Tenant may proceed to take the required action following the delivery of an ~~Emergency~~ additional ten (~~as defined below), not later than five (5~~10) business days ~~after receipt of such notice, then Tenant shall have the right~~ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying ~~that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language~~ in bold~~, capitalized text~~-faced capital letters that: ~~“IF LANDLORD FAILS~~ "LANDLORD'S FAILURE TO ~~COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER~~ PERFORM AN OBLIGATION WITHIN ~~FIVE~~ (510) BUSINESS DAYS ~~FROM LANDLORD’S RECEIPT~~ OF RECEIVING THIS ~~LETTER~~NOTICE MAY RESULT IN TENANT EXERCISING SELF-HELP", TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of ~~this~~ the Lease to be taken by Landlord and was not ~~commenced~~ taken by Landlord within such ~~five~~ additional ten (510) business day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be ~~entitled~~ permitted to ~~prompt reimbursement~~ perform such repair at Landlord's cost. In the event Tenant takes such action, and such work will affect the Project Systems or the structural integrity of the Project, Tenant shall use only those contractors used by Landlord in the Project for work on such Project Systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings. (ii) If Landlord fails to pay to Tenant the actual documented cost of such cure within twenty (20) days following Landlord's receipt of Tenant's demand therefor, including a statement setting forth the amount due, and, if available, executed mechanics' lien releases from the party or parties performing such repairs complying with the appropriate provisions of California Civil Code Sections 8136 and 8138, then Tenant may provide to Landlord a second written demand therefor ("Second Demand") which contains the following phrase on page 1 of the ~~reasonable out-of-pocket third-party costs~~ notice in all capital letters and ~~expenses actually incurred~~ boldface type (or it shall not be deemed validly delivered to Landlord) "YOUR FAILURE TO REIMBURSE TENANT AS REQUIRED HEREIN WITHIN TEN (10) DAYS SHALL ENTITLE THE UNDERSIGNED TO EXERCISE CERTAIN OFFSET RIGHTS AS SET FORTH IN THE LEASE WITHOUT FURTHER NOTICE." If Landlord fails to pay to Tenant the amount due to Tenant within ten (10) days following Landlord's receipt of the Second Demand, then Tenant may offset from the next installments of rent and other charges coming due under this Lease the full amount owed by Landlord to Tenant together with interest at the Interest Rate from the date of payment until the date of offset, provided, however, that (i) the amount of offset during any month shall not exceed the greater of (A) ten percent (10%) of the total Basic Rent payable by Tenant to Landlord for such month, or (B) the amount necessary to fully amortize Tenant's cost of cure from the date of completion of such cure to the earlier to occur of (x) the date which is twenty four (24) months after such date of completion, or (y) the expiration date of the Term (without regard to any unexercised renewal options); and (ii) Landlord is not then contesting same (or having contested same, a judgment, decision or ruling in ~~taking~~ such action, mediation or arbitration has been rendered in favor of Tenant). Tenant shall obtain and deliver to Landlord waivers of liens from all contractors, subcontractors and materialmen providing work or materials with respect to any such repairs performed by or on behalf of Tenant. (iii) Notwithstanding the foregoing, if there exists an emergency that is not addressed by Article 16 below such that the Premises or a material portion thereof are rendered untenantable or if Tenant is unable to conduct business from a material portion of the Premises as a result of such emergency and if Tenant gives Landlord written notice (the "Emergency Notice") of Tenant's intention to take action with respect thereto (the "Necessary Action") and the Necessary Action is also a Required Action, Tenant may take the Necessary Action if Landlord does not commence the Necessary Action prior to the end of the business day which is two (2) business days following the day of Landlord's receipt of the Emergency Notice (the "Emergency Cure Period") and thereafter use its commercially reasonably efforts and due diligence to complete the Necessary Action as soon as reasonably practicable. If Tenant ~~undertakes such corrective actions pursuant to this Section 7.3~~takes any Necessary Action hereunder, ~~then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b)~~ Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Project for such work unless such contractors are unwilling or unable to perform such ~~corrective actions only such reputable contractors and suppliers as are duly licensed and qualified~~work, ~~(d)~~ in which event Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on may utilize the ~~other tenants and occupants of the Building. Promptly following completion~~ services of any other qualified contractor which normally and regularly performs similar work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationscomparable buildings.

Appears in 1 contract

Samples: Lease (Cohu Inc)

Tenant’s Right to Make Repairs. Notwithstanding ~~any provision to~~ the ~~contrary contained in this Lease~~provisions of Section 7.1, above, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required~~ as set forth in ~~the Premises~~Section 7.1, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, above and Landlord fails to ~~commence corrective~~ provide such action within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant ~~shall have~~ may proceed to take the ~~right~~ required action upon delivery of an additional ten (10) days notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms~~ TCCs of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action; provided, however, notwithstanding such thirty (30) day period, Landlord shall use commercially reasonable efforts to expedite such repairs to ensure completion as soon as reasonably practicable. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, ~~then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b)~~ Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Building for similar work unless such contractors are unwilling or unable to perform such ~~corrective actions only such reputable contractors and suppliers as are duly licensed and qualified~~work, ~~(d)~~ in which event Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on may utilize the ~~other tenants and occupants of the Building. Promptly following completion~~ services of any other qualified contractor which normally and regularly performs similar work ~~taken by~~ in the Comparable Buildings. If Landlord delivers to Tenant ~~pursuant~~ within thirty (30) days after receipt of Tenant’s invoice, a written objection to the ~~terms~~ payment of ~~this Section 7.5~~such invoice, ~~Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection~~ setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the ~~terms~~ TCCs of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency” shall mean an event threatening immediate and material danger~~ then, as Tenant’s sole remedy, Tenant may proceed to ~~people located~~ institute legal proceedings against Landlord to collect the amount set forth in the ~~Building~~ subject invoice; provided that under no circumstances shall Tenant be allowed to (i) deduct such disputed amount from Rent, or ~~immediate~~(ii) terminate this Lease. If Tenant receives a non-appealable final judgment against Landlord in connection with such legal proceedings, ~~material damage~~ Tenant may deduct the amount of the judgment, not to exceed the amount of the unpaid portion of the relevant invoice, from the Base Rent next due and owing under this Lease; provided, however, Tenant may not deduct the amount of the judgment against more than fifty percent (50%) of Base Rent next due and owing (until such time as the entire amount of such judgment is deducted) to the ~~Building, Base Building,~~ extent following a foreclosure or ~~creating~~ a ~~realistic possibility~~ deed-in-lieu of ~~an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations~~foreclosure.

Appears in 1 contract

Samples: Office Lease (Favrille Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially~~ provision of utilities and/or services and/or repairs and/or maintenance as set forth in Sections 6.1 and ~~adversely affects the conduct~~ 7.1 of ~~Tenant’s business from the Premises~~this Lease, and Landlord fails to ~~commence corrective~~ provide such action ~~within a reasonable period~~ as required by the terms of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such noticethis Lease, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within five~~ upon delivery of an additional eight (5) 8) business days ~~following Landlord’s receipt of a second written~~ notice ~~from Tenant~~ to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest at the Interest Rate. In the event Tenant takes such action, and such work will affect the Building's Systems and Equipment, structural integrity of the Building or exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. If Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant ~~undertakes~~ of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located~~ such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to institute legal proceedings against Landlord to collect the amount set forth in the ~~Building or immediate~~subject invoice. In the event Tenant prevails in such legal proceedings against Landlord and receives a final judgment against Landlord, ~~material damage~~ then Landlord shall pay such judgment to Tenant within thirty (30) days of such judgment being entered. If such judgment is not so paid when due, then Tenant shall be entitled to deduct from Rent next due and payable by Tenant the ~~Building~~amount of such final judgment, ~~Base Building~~together with interest, ~~or creating a realistic possibility~~ at the Interest Rate from the date of ~~an immediate and material interference with, or immediate and material interruption~~ entry of ~~a material aspect~~ such judgment until the date of ~~Tenant’s business operations~~such deduction.

Appears in 1 contract

Samples: Office Lease (First Consulting Group Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to ------------------------------ Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects the conduct of Tenant’s business from the Premises,~~ Landlord Maintenance Items and Landlord fails to provide or commence ~~corrective~~ to provide (and thereafter diligently proceed with such efforts to completion) such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ ten (3010) days after receipt of ~~said~~ such written notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional~~ or such lesser period of time as ~~is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or,~~ may be applicable in the event of an ~~Emergency (as defined below~~emergency), ~~not later than~~ Tenant may proceed to take the required action upon delivery of an additional five (5) business days ~~after receipt of such notice, then Tenant shall have~~ notice to Landlord (or within the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5~~applicable and appropriate time period based on an emergency) ~~business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ and documented costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action. If~~ action within thirty (30) days after receipt by Landlord of an invoice from Tenant ~~undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set~~ which sets forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants reasonably particularized breakdown of the ~~Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used~~ costs and ~~the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended~~ expenses incurred by Tenant in connection with taking such ~~work~~action. In the event Landlord does not reimburse Tenant for such costs and expenses within thirty (30) days of receipt by Landlord of such invoice, ~~provided that Landlord~~ then interest shall ~~have~~ thereafter accrue on such unpaid amounts at the ~~right to reasonably object~~ Interest Rate until such time as payment is made by Landlord. Tenant may utilize the services of any qualified contractor which normally and regularly performs similar work in Comparable Buildings. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located~~ such deduction from Rent, but Tenant may proceed to institute legal proceedings against Landlord to collect the amount set forth in the ~~Building or immediate~~subject invoice. If Tenant receives a non-appealable final judgment against Landlord in connection with such legal proceedings, ~~material damage~~ Tenant may deduct the amount of the judgment, not to exceed the ~~Building~~amount of the unpaid portion of the relevant invoice, and reasonable attorneys' fees actually incurred by Tenant, together with interest thereon at the Interest Rate from the Base ~~Building, or creating a realistic possibility of an immediate~~ Rent next due and ~~material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations~~owing under this Lease.

Appears in 1 contract

Samples: Office Lease (Wells Real Estate Investment Trust Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 1 contract

Samples: Lease (Alector, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects Tenant’s use of or access to the Premises or the conduct of Tenant’s business from the Premises, and Landlord fails to ~~commence~~ perform such corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than ~~five~~ two (52) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s 's receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such second notice shall include the following language in bold, capitalized text: “"IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S 'S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S 'S EXPENSE”"; provided, however, that in no event shall Tenant undertake any actions that could materially or and adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s 's intent to perform such Emergency repairs if Landlord does not commence the same within such ~~five~~ two (52) business day period, utilizing the language required in second ~~notices~~notices (but replacing “FIVE (5) BUSINESS DAYS” with “TWO (2) BUSINESS DAYS”). If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period (or within two (2) business days after the initial notice in the event of an Emergency) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s 's performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following ~~completion of any work taken by Tenant pursuant to the terms of this Section 7.5~~792986.06/WLA 186772-00003/2-28-19/gjn/gjn -20- Xxxxxxx Xxxx Development, ~~Tenant shall deliver a detailed invoice of the work completed~~LLC [285 East Grand Avenue] [Unity Biotechnology, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.Inc.]

Appears in 1 contract

Samples: Lease (Unity Biotechnology, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ Notice (or oral notice in the event of an Emergency Condition, as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in to be performed by Landlord under this Lease that relates to (i) any floor leased by Tenant, (ii) any Building Systems, (iii) the ~~Premises~~Critical Common Areas, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4~~ or (~~the “Base Building”)~~iv) any Emergency Condition, which event or circumstance ~~with respect to the Base Building~~ materially and adversely affects the conduct of Tenant’s business from the ~~Premises~~Premises or Tenant’s access to the Premises and/or Critical Common Areas, without Tenant being obligated to take extraordinary measures or incur material expense, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than ~~thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such ~~notice~~Notice and to diligently prosecute the corrective action to completion, then Tenant ~~shall have~~ may proceed to take the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective~~ required action ~~within~~ upon delivery of an additional five (5) ~~business days following Landlord’s receipt of a second written notice from Tenant~~ days’ Notice to Landlord specifying that Tenant ~~will undertake~~ is taking such ~~actions if Landlord fails to timely do so~~ required action (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that ~~in no event~~ the initial ten (10) business day Notice and the subsequent five (5) day Notice shall ~~Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing,~~ be replaced with a single twenty-four (24) hour notice in the event of an ~~Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such~~ Emergency ~~repairs~~ Condition) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period (or within twenty-four (24) hours in the event of an Emergency Condition) and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If Notwithstanding anything contained herein to the contrary, in no event shall Tenant ~~undertakes such corrective actions pursuant~~ be permitted to take any action under this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant 7.3 that relates to the ~~terms~~ Building Structure, as that term is defined in Section 8.2 of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsLease.

Appears in 1 contract

Samples: Office Lease (F5 Networks Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s 's receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that ~~such notice shall include the following language in bold~~784015.04/WLA 888888-00017/8-7-18/ejs/ejs -20- [Seaport Center] [Adverum Biotechnologies, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.Inc.]

Appears in 1 contract

Samples: Lease (Adverum Biotechnologies, Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially~~ Landlord's repair rights and ~~adversely affects the conduct of Tenant’s business from the Premises~~obligations as described in Section 11.2 or 11.3 above, and Landlord fails to provide or commence ~~corrective action~~ (i.e. begin making arrangements for such work (or fails thereafter to proceed to complete such work with diligent efforts as required by the terms of this Lease) within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ ten (3010) days after receipt of ~~said~~ such written notice (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional~~ or such shorter period of time as ~~is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or,~~ may be applicable in the event of an ~~Emergency (as defined below~~emergency), ~~not later than~~ Tenant may proceed to take the required action upon delivery of an additional five (5) business days ~~after receipt of such notice, then Tenant shall have~~ notice to Landlord (or within the ~~right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5~~applicable and appropriate time period based on an emergency) ~~business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the reasonable out-of-pocket third-party~~ Tenant's costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If Tenant ~~undertakes~~ may utilize the services of any qualified contractor which normally and regularly performs similar work in other comparable buildings and building projects located in the Sorrento Mesa area of San Diego, of similar age and quality of construction (hereinafter, "COMPARABLE BUILDINGS"). Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from the ~~insurance and indemnity provisions~~ Monthly Rent payable by Tenant under this Lease, the amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant~~’s performance~~ , within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, ~~an “Emergency”~~ then Tenant shall ~~mean an event threatening immediate and material danger~~ not be entitled to ~~people located~~ such deduction from Monthly Rent, but Tenant may commence arbitration proceedings against Landlord (in the ~~Building or immediate, material damage~~ manner set forth in Section 31.20 below) to collect the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsamount set forth in the subject invoice.

Appears in 1 contract

Samples: Single Tenant Lease (Platinum Software Corp)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice (or oral notice in the event of an "Emergency," as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in on any full floor of the ~~Premises~~Building leased by Tenant, including repairs to the ~~portions of the~~ Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~Structure and/or Building System located on such floor, which event or circumstance with respect to the ~~Base~~ Building Structure or Building System materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such Notice, then Tenant may proceed to take the required action upon delivery of an additional ten (~~unless Landlord’s obligation cannot reasonably be performed within thirty~~ 10) business days' Notice to Landlord specifying that Tenant is taking such required action (~~30) days~~provided, ~~in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within~~ however, that the initial thirty (30) ~~days~~ day Notice and ~~diligently pursues performance to completion), or, in~~ the ~~event of an Emergency~~ subsequent ten (~~as defined below), not later than five (5~~10) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such day notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, not be required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. If Landlord's failure to dispute Tenant's right to make repairs shall conclusively be deemed Landlord's waiver of any claim that Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed improperly performed self-help in accordance with ~~all applicable laws~~this Section 19.7 or that the costs incurred by Tenant in such performance are excessive. In the event Tenant takes such action, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. ~~Promptly following~~ Following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~19.5.3, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice ("Landlord's Set-Off Notice"), setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, and if so elected by Tenant shall be Tenant's sole remedy. If Landlord delivers a Landlord's Set-Off Notice to Tenant, then Tenant shall not be entitled to such deduction from Rent; provided that Tenant may proceed to claim a default by Landlord under this Lease for any amount not paid by Landlord. Any final award in favor of Tenant for any such default, which is not subject to appeal, from a court or arbitrator in favor of Tenant, which is not paid by Landlord within the time period directed by such award (together with interest at the Interest Rate from the date Landlord was required to pay such amount until such offset occurs), may be offset by Tenant from Rent next due and payable under this Lease. For purposes of this Section ~~7.5~~19.5.3, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, ~~Base Building~~Building Systems, Building Structure, Tenant Improvements, or ~~creating~~ Alterations, or creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s 's business operations.

Appears in 1 contract

Samples: Office Lease (Roku, Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided EXHIBIT C -2- THE COVE AT OYSTER POINT [First Amendment] [Global Blood Therapeutics, Inc.] that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.”

Appears in 1 contract

Samples: Lease (Global Blood Therapeutics, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as ~~Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period~~-20- HCP, ~~utilizing the language required in second notices~~INC. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion[The Cove at Oyster Point] [Global Blood Therapeutics, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.Inc.]

Appears in 1 contract

Samples: Lease (Global Blood Therapeutics, Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ (a) If Tenant ~~provides~~ delivers written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~Landlord Replacement Items under Paragraph 6.2 or Paragraph 7.2, and Landlord fails to ~~commence corrective~~ perform such action ~~within a reasonable period~~ as required by the terms of ~~time~~this Lease and such failure continues for thirty (30) days (or in the case of an Emergency, ~~given the circumstances,~~ one (1) business day) after ~~the~~ receipt of such written notice from Tenant, stating with particularity the nature of the failure, Tenant may proceed to take the required action upon delivery of an additional ten (10) business days (or in the case of an Emergency, two (2) business days) notice to Landlord specifying that Tenant is taking such required action; provided however, if the nature of the obligation in question is such that it cannot, with the exercise of reasonable diligence, be completed within thirty (30) days of Landlord's receipt of Tenant's notice, ~~but~~ Tenant shall not have the right to undertake any such action at Landlord's expense, if Landlord commences the action in ~~any event~~ question within said 30-day period and thereafter diligently and continuously prosecutes the same to completion. If Landlord does not ~~later than~~ deliver a detailed written objection to Tenant within thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice invoice from Tenant ~~specifying that~~ of its costs of taking such required action which Tenant ~~will undertake~~ claims should have been taken by Landlord, which invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such ~~actions~~ action on behalf of Landlord, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord ~~and was not commenced by Landlord within such five~~ at Landlord's cost (5without obligation for reimbursement (other than amortization payments) ~~business day period and thereafter diligently pursued to completion~~from Tenant), then subject to the provisions of Paragraph 7.3, Tenant shall be entitled to prompt reimbursement by Landlord of ~~the reasonable out-of-pocket third-party~~ Tenant's costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate applicable to the Monthly Amortization Amount during the period from the date Tenant pays such costs and expenses until such time as payment is made by Landlord. If Landlord does not so reimburse Tenant ~~undertakes such corrective actions pursuant to this Section 7.3~~within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, then ~~(a) the insurance~~ without prejudice to Tenant's other rights and ~~indemnity provisions~~ remedies Tenant shall be entitled to deduct from all Rent next due and owing by Tenant under this Lease, an amount equal to that set forth in ~~this Lease shall apply to Tenant’s performance of~~ the invoice together with interest thereon at the Interest Rate from the date Tenant incurs such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Buildingcosts until fully deducted from Rent. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “The term "Emergency” " shall mean a condition that creates an ~~event threatening immediate and~~ imminent, material ~~danger~~ threat to ~~people located in the Building~~ life or ~~immediate,~~ of material damage to ~~the Building, Base Building~~property, or ~~creating a realistic possibility of an immediate and~~ material ~~interference with,~~ impairment or ~~immediate and material~~ full interruption of ~~a material aspect of~~ Tenant’s 's business ~~operations~~operations in the Premises.

Appears in 1 contract

Samples: Industrial/Commercial Lease (Factory 2 U Stores Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained~~ In lieu of finding Landlord in default under Section 19.6 of this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease with respect to repair and/or maintenance required in the Premises, including repairs~~ pursuant to the ~~portions~~ terms of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premisesthis Lease, and Landlord fails to provide or commence ~~corrective~~ to provide (and thereafter make commercially reasonably good faith efforts to diligently proceed with such efforts to completion), such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ twenty-five (3025) days after receipt of ~~said~~ such written notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an ~~Emergency (~~"Emergency," as that term is defined below, two (2) business days), ~~not later than~~ Tenant may proceed to take the required action upon delivery of an additional five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or ~~adversely affect the Base Building. Notwithstanding the foregoing,~~ in the ~~event~~ case of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five two (52) business ~~day period~~days) notice to Landlord specifying that Tenant is taking such required action, ~~utilizing the language required in second notices. If~~ and if such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the reasonable out-of-pocket third-party~~ Tenant's costs and expenses ~~actually~~ incurred ~~by Tenant~~ in taking such ~~action~~action during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If For such work that affects the Building structure, or the Building systems and equipment or the exterior appearance of the Building, Tenant ~~undertakes~~ shall use only qualified contractors which normally and regularly performs similar work in the Project. Further, if Landlord does not deliver a detailed written objection to Tenant within ten (10) business days after receipt of an invoice from Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, which invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such ~~corrective actions pursuant to this Section 7.3~~action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent becoming payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice. If, however, Landlord in good faith delivers to Tenant~~’s performance~~ , within ten (10) business days after receipt of Tenant's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall ~~pay~~ pay, concurrently with Landlord's delivery of such written objection, the amount it contends would not have been excessive), then Tenant shall not be entitled to such deduction from Rent, but Tenant may proceed to institute arbitration proceedings against Landlord pursuant to the terms of Article 29.32, below, to determine that portion, if any, of the amounts so incurred by Tenant which Landlord is required to reimburse Tenant under this Section 7.2. Tenant may deduct the amount of any final, non-appealable arbitration award, not to exceed the amount of the unpaid portion of the relevant invoice, together with interest thereon at the Interest Rate from the Base Rent next due and owing under this Lease. For the purposes of this Section ~~7.5~~7.2, ~~an “~~the term "Emergency” " shall mean a condition that creates an ~~event threatening immediate and~~ imminent, material ~~danger~~ threat to ~~people located in the Building~~ life or ~~immediate,~~ of material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.property. XXXXXX XXXX XXXXXXXXX XXXX [MicroSim Corporation]

Appears in 1 contract

Samples: Office Lease (Orcad Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the TCCs set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice (or oral notice in the event of an Emergency, as that term is defined, below) to Landlord of an event or circumstance which pursuant to the TCCs of this Lease requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required ~~in the Premises~~on any full floor of a Building on which Premises are leased by Tenant, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”),~~ and which event or circumstance ~~with respect to the Base Building~~ materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such Notice, then Tenant may proceed to take the required action upon delivery of an additional ten (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30~~10) days’ Notice to Landlord specifying that Tenant is taking such required action (provided, ~~in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within~~ however, that the initial thirty (30) ~~days~~ day Notice and ~~diligently pursues performance to completion), or, in~~ the ~~event of an Emergency~~ subsequent ten (~~as defined below),~~ 10) day Notice shall not ~~later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may~~ be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the ~~terms~~ TCCs of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) ~~business~~ day period and thereafter diligently pursued to completion, then Tenant shall be entitled to take such action on behalf of Landlord, in which case Tenant shall receive prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ and actual costs and expenses ~~actually incurred by Tenant~~ in taking such action, plus interest thereon at the Interest Rate. If In the event Tenant ~~undertakes~~ takes such ~~corrective actions pursuant to this Section 7.3~~action, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Buildings for work unless such contractors are unwilling or ~~like new materials~~unable to perform, ~~and (f)~~ or timely perform, such work, in which event Tenant ~~shall take reasonable efforts to minimize~~ may utilize the services of any ~~material interference or impact on the~~ other ~~tenants and occupants of the Building~~qualified contractor which performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.undertaken by

Appears in 1 contract

Samples: Office Lease (Box Inc)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in on any full floor of the ~~Premises~~Building leased by Tenant, including repairs to the ~~portions~~ Building Structure and/or Building System servicing such floors or elsewhere if they adversely affect Tenant's use of ~~the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~its Premises, which event or circumstance ~~with respect to the Base Building~~ materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of ~~said~~ such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days' notice to Landlord specifying that Tenant is taking such required action (~~unless Landlord’s obligation cannot reasonably be performed within thirty (30) days~~provided, ~~in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within~~ however, that the initial thirty (30) ~~days~~ day notice and ~~diligently pursues performance to completion), or,~~ the subsequent ten (10) business day notice shall not be required in the event of an ~~Emergency (~~"Emergency," as ~~defined~~ that term is defined, below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that ~~such~~ notice reasonable under the circumstances shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, be required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at the Interest Rate. In the event Tenant takes such action~~. If Tenant undertakes such corrective actions pursuant to this Section 7.3~~, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section ~~7.5~~7.2, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but Tenant may proceed to claim a default by Landlord under this Lease and/or submit the dispute to arbitration. If Tenant prevails in such claim, the amount of the award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys' fees and related costs) may be deducted by Tenant from the Rent next due and owing under this Lease. For purposes of this Section ~~7.5~~7.2, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, ~~Base Building~~Building Systems, Building Structure, Tenant Improvements, or ~~creating~~ Alterations, or creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of of, Tenant’s 's business ~~operations~~operations at the Premises.

Appears in 1 contract

Samples: Lease Agreement (Rovi Corp)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects~~ provision of utilities and/or services and/or repairs and/or maintenance to the ~~conduct of Tenant’s business from the Premises~~Premises or Project, and Landlord fails to ~~commence corrective~~ provide such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty~~ ten (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (510) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice ~~from Tenant specifying~~ (or such longer period of time if the nature of such action is such that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same cannot reasonably be completed within ~~such five~~ a ten (510) business day period, ~~utilizing~~ provided Landlord has diligently and continuously commenced such action within such period and thereafter diligently proceeds to complete said action as soon as possible) Tenant may proceed to take the ~~language~~ required ~~in second notices. If~~ action upon delivery of an additional two (2) business days notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If In the event Tenant ~~undertakes~~ takes the action permitted above, and such ~~corrective actions pursuant~~ work may create a "Deficiency," as that term is defined in SECTION 3.1 of the Tenant Work Letter, Tenant shall use reputable contractors with experience in similar work. Further, if Landlord does not deliver a detailed written objection to ~~this Section 7.3~~Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord is in good faith delivers to Tenant within thirty (30) days after receipt of Tenant~~’s performance~~ 's invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that ~~the~~ specifically enumerated charges are excessive (in which case Landlord shall pay all of the charges not so enumerated, and further, with respect to the charges not so enumerated, the amount it contends would not have been excessive)~~. For purposes of~~ , then Tenant shall not be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant proceed to claim a default by Landlord under this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsLease.

Appears in 1 contract

Samples: Office Lease (Equity Marketing Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written notice~~ Notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance ~~required in the Premises, including repairs to the portions~~ of a portion of the Building ~~that are Landlord’s responsibility under Section 7.4 (~~Structure and/or Building System located within the ~~“Base Building”)~~Premises, which event or circumstance with respect to the ~~Base~~ Building Structure or Building System materially ~~and~~ or adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of ~~said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days~~such Notice, ~~in which event Landlord shall be allowed additional time as is reasonably necessary~~ then Tenant may proceed to ~~perform~~ take the ~~obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event~~ required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) business ~~days after receipt of such notice, then Tenant shall have the right~~ days’ Notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the ~~terms of this~~ Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day ~~period and thereafter diligently pursued to completion~~period, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action plus interest thereon at the Interest Rate. Notwithstanding the foregoing, in the event of an emergency situation (i.e., a situation involving imminent material threat to persons or property), Tenant may take any such action upon one (1) day prior notice to Landlord, and without the requirement of a second notice. In the event Tenant takes such action~~. If Tenant undertakes such corrective actions pursuant to this Section 7.3~~, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use ~~new~~ only those contractors used by Landlord in the Building for work unless such contractors are unwilling or ~~like new materials~~unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and ~~(f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building~~regularly performs similar work in Comparable Buildings. Promptly following completion of any ~~work taken by Tenant pursuant to the terms of this Section 7.5~~work, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice from Tenant, ~~and Landlord~~ then Tenant shall ~~reimburse Tenant the amounts expended~~ be entitled to deduct from Rent payable by Tenant under this Lease, the amount set forth in ~~connection~~ such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with ~~such work, provided that Landlord shall have the right to reasonably object if Landlord claims~~ reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to ~~the terms of~~ this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive)~~. For purposes of this Section 7.5~~, then Tenant shall not then be entitled to such deduction from Rent, and if so elected by Tenant, Tenant may proceed to claim a default by Landlord and commence an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationsaction against Landlord for such amounts.

Appears in 1 contract

Samples: Office Lease (Imperial Capital Group, Inc.)

Tenant’s Right to Make Repairs. Notwithstanding any ~~provision~~ of the terms set forth in this Lease to the ~~contrary contained in this Lease~~contrary, if Tenant provides ~~written~~ notice (or oral notice in the event of an "Emergency," as that term is defined, below) to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to repair and/or maintenance required in on any full floor of the ~~Premises~~Building leased by Tenant, including repairs to the ~~portions of the~~ Building ~~that are Landlord’s responsibility under Section 7.4 (the “Base Building”)~~Structure and/or Building System located on such floor, which event or circumstance with respect to the ~~Base~~ Building Structure or Building System materially ~~and~~ or adversely affects the conduct of Tenant’s 's business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such ~~notice~~Notice, but in any event not later than thirty (30) days after receipt of ~~said notice~~ such Notice, then Tenant may proceed to take the required action upon delivery of an additional ten (~~unless Landlord’s obligation cannot reasonably be performed within thirty~~ 10) business days' Notice to Landlord specifying that Tenant is taking such required action (~~30) days~~provided, ~~in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within~~ however, that the initial thirty (30) ~~days~~ day Notice and ~~diligently pursues performance to completion), or, in~~ the ~~event of an Emergency~~ subsequent ten (~~as defined below), not later than five (5~~10) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such day notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, not be required in the event of an Emergency~~, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs~~ ) and if ~~Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If~~ such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such ~~five~~ ten (510) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant's reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such action. ~~If Tenant undertakes such corrective actions pursuant~~ Landlord's failure to ~~this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease~~ dispute Tenant's right to make repairs shall apply to Tenant’s performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion conclusively be deemed Landlord's waiver of any ~~work taken by~~ claim that Tenant ~~pursuant to the terms of this Section 7.5~~788288.01/WLA 375755-00007/8-9-18//ejw -33- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.Inc.

Appears in 1 contract

Samples: Office Lease (Roku, Inc)

Tenant’s Right to Make Repairs. Notwithstanding any provision to the contrary contained in this Lease, if Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building located within the Premises that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s 's receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “"IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S 'S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S 'S EXPENSE”"; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s 's intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in taking such action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a) the insurance and indemnity provisions set forth in this Lease shall apply to Tenant’s 's performance of such corrective actions, (b) Tenant shall proceed in accordance with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to ~~reasonably~~ object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “"Emergency” " shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s 's business operations.

Appears in 1 contract

Samples: Lease (CytomX Therapeutics, Inc.)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord ~~under this Lease~~ with respect to ~~repair and/or maintenance required in~~ a specific obligation of Landlord under the ~~Premises~~terms of this Lease (hereinafter, ~~including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the~~ a “~~Base Building~~Required Action”)~~, which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises~~, and Landlord fails to ~~commence corrective~~ proceed to take such action as required by the terms of this Lease within ~~a reasonable period of time, given~~ ten (10) days (and thereafter to proceed with due diligence to complete the ~~circumstances,~~ Required Action) after ~~the~~ receipt of such ~~notice~~notice from Tenant, ~~but in any event not later than thirty~~ then if Landlord still fails to take such action as required by the terms of this Lease (30and thereafter to proceed with due diligence to complete the Required Action) ~~days~~ after receipt ~~of said notice (unless Landlord’s obligation cannot reasonably be performed within thirty (30) days, in which event~~ by Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an ~~Emergency (as defined below), not later than~~ additional five (5) business days after receipt of such notice, then Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second days’ written notice from Tenant to Landlord specifying that Tenant will ~~undertake~~ take such ~~actions~~ Required Action, Tenant may proceed to take the Required Action; if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the reasonable~~ Tenant’s reasonable, out-of-pocket ~~third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action. If Tenant undertakes such corrective actions pursuant to this Section 7.3, then (a)~~ action plus interest at the ~~insurance and indemnity provisions set forth in this Lease shall apply to~~ Interest Rate from the date of Landlord’s receipt of Tenant’s ~~performance~~ invoice, accompanied by reasonable supportive documentation for the expenditures, until paid; provided, however, that in no event shall Landlord be obligated to reimburse Tenant for (i) above-market expenditures or (ii) sums in excess of $5,000.00 per Required Action. In no event may Tenant offset the cost of any Required Action against Rent due hereunder. In the event Tenant takes such ~~corrective actions~~action and such work will affect the Systems and Equipment, ~~(b)~~ the structure of the Building or the exterior appearance of the Project, Tenant shall ~~proceed~~ use only those contractors used by Landlord in ~~accordance with all applicable laws, (c) Tenant shall retain~~ the Project for such work unless such contractors are unwilling or unable to perform such ~~corrective actions only such reputable contractors and suppliers as are duly~~ work, in which event Tenant may utilize the services of any other qualified, licensed and ~~qualified, (d) Tenant~~ reputable contractor which normally and regularly performs similar work in comparable projects. Any such work shall ~~effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts~~ be performed so as to minimize ~~any material~~ interference ~~or impact on~~ with the business operations of other tenants ~~and occupants of~~ in the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Appears in 1 contract

Samples: Office Lease (Intervoice Inc)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides ~~written notice~~ Notice to Landlord of an event or circumstance which (i) requires the action of Landlord with respect to repairs and/or maintenance to the Premises which Landlord is expressly required under this Lease ~~with respect~~ to provide, maintain or repair ~~and/or maintenance required~~ and (ii) poses a material danger to people or property located in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the Base Building materially and adversely affects the conduct of Tenant’s business from the Premises, and Landlord fails to ~~commence corrective~~ provide such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than~~ thirty (30) days after receipt of ~~said notice~~ such Notice (~~unless Landlord’s obligation~~ or such longer period of time if the nature of such action is such that the same cannot reasonably be ~~performed~~ completed within a thirty (30) day period, provided Landlord has diligently and continuously commenced such action within such period and thereafter diligently proceeds to complete said action as soon as possible), then Tenant may proceed to take the required action upon delivery of an additional three (3) business day Notice to Landlord specifying that Tenant is taking such required action, unless Landlord commences such required action within such three (3) business day period. In connection with the foregoing, Tenant shall be entitled to reimbursement by Landlord within thirty (30) days, in which event Landlord shall be allowed additional time as is reasonably necessary to perform the obligation so long as Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion), or, in the event of an Emergency (as defined below), not later than five (5) business days after ~~receipt of such notice, then~~ request by Tenant shall have the right to undertake such actions as may be reasonably necessary to make such repairs if Landlord thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant specifying that Tenant will undertake such actions if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of for Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of the 's reasonable ~~out-of-pocket third-party~~ costs and expenses actually incurred by Tenant in taking such ~~action~~action plus ten percent (10%) interest during the period from the date such costs and expenses are due until such time as payment is made by Landlord. If Notwithstanding the foregoing, in the event of a bona fide emergency (i.e., imminent peril to persons or significant property), the thirty (30)-day period set forth above shall be reduced to 24 hours (or such longer period of time as is reasonable under the circumstances), and no second Notice shall be required; provided, however, in no event shall such emergency repairs or other action exceed what is reasonably required to end the pending emergency. Further, if Landlord fails to reimburse Tenant ~~undertakes such corrective actions pursuant to this Section 7.3~~as required above, then within ten (a10) days after receipt of Notice by Tenant, unless Landlord is in good faith contesting the ~~insurance~~ necessity of such repairs or the amounts contained in Tenant's invoice and ~~indemnity provisions~~ has given Tenant Notice of such good faith contest, Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, until the amount set forth in ~~this Lease shall apply to Tenant’s performance of~~ such ~~corrective actions,~~ invoice (btogether with the ten percent (10%) ~~Tenant shall proceed in accordance with all applicable laws, (c~~interest) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Buildinghas been fully paid. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). For purposes of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.11 Empire CenterPoint.360

Appears in 1 contract

Samples: Lease Agreement (Point.360)

Tenant’s Right to Make Repairs. ~~Notwithstanding any provision to the contrary contained in this Lease, if~~ If Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord under this Lease with respect to repair and/or maintenance required in the Premises, including repairs to the portions of the Building that are Landlord’s responsibility under Section 7.4 (the “Base Building”), which event or circumstance with respect to the ~~Base Building materially and adversely affects the conduct~~ provision of ~~Tenant’s business from~~ utilities and/or services and/or repairs and/or maintenance to the Premises, and Landlord fails to ~~commence corrective~~ provide such action as required by the terms of this Lease within ~~a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than~~ thirty (30) days after receipt of ~~said~~ such written notice (~~unless Landlord’s obligation~~ or such longer period of time if the nature of such action is such that the same cannot reasonably be ~~performed~~ completed within a thirty (30) ~~days~~day period, ~~in which event~~ provided Landlord ~~shall be allowed additional time~~ has diligently and continuously commenced such action within such period and thereafter diligently proceeds to complete said action as ~~is reasonably necessary to perform the obligation so long~~ soon as ~~Landlord begins performance within the initial thirty (30) days and diligently pursues performance to completion~~possible), ~~or, in~~ then Tenant may proceed to take the ~~event~~ required action upon delivery of an ~~Emergency (as defined below), not later than~~ additional five (5) ~~business~~ days ~~after receipt of such notice, then Tenant shall have the right~~ notice to ~~undertake such actions as may be reasonably necessary to make such repairs if~~ Landlord ~~thereafter fails to commence corrective action within five (5) business days following Landlord’s receipt of a second written notice from Tenant~~ specifying that Tenant ~~will undertake~~ is taking such ~~actions~~ required action, and if Landlord fails to timely do so (provided that such notice shall include the following language in bold, capitalized text: “IF LANDLORD FAILS TO COMMENCE THE REPAIRS DESCRIBED IN THIS LETTER WITHIN FIVE (5) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT WILL PERFORM SUCH REPAIRS AT LANDLORD’S EXPENSE”; provided, however, that in no event shall Tenant undertake any actions that could materially or adversely affect the Base Building. Notwithstanding the foregoing, in the event of an Emergency, no second written notice shall be required as long as Tenant advises Landlord in the first written notice of Tenant’s intent to perform such Emergency repairs if Landlord does not commence the same within such five (5) business day period, utilizing the language required in second notices. If such action was required under the terms of this Lease to be taken by ~~Landlord and was not commenced by Landlord within such five (5) business day period and thereafter diligently pursued to completion~~Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of ~~the~~ Tenant’s reasonable ~~out-of-pocket third-party~~ costs and expenses ~~actually incurred by Tenant~~ in taking such ~~action~~action plus interest at the Interest Rate during the period from the date Tenant incurs such costs and expenses until such time as payment is made by Landlord. If Notwithstanding the foregoing, in the event of an emergency, the 30-day period set forth above shall be reduced to 24 hours, and no second notice shall be required, Tenant ~~undertakes~~ shall use reputable contractors with experience in similar work. Further, if Landlord does not deliver a detailed written objection to Tenant, within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such ~~corrective actions pursuant to this Section 7.3~~invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then ~~(a)~~ Tenant shall be entitled to deduct from Rent payable by Tenant under this Lease, the ~~insurance and indemnity provisions~~ amount set forth in ~~this Lease shall apply~~ such invoice together with interest at the Interest Rate. If, however, Landlord in good faith delivers to Tenant within thirty (30) days after receipt of Tenant’s ~~performance~~ invoice, a written objection to the payment of such ~~corrective actions~~invoice, ~~(b) Tenant shall proceed in accordance~~ setting forth with all applicable laws, (c) Tenant shall retain to perform such corrective actions only such reputable contractors and suppliers as are duly licensed and qualified, (d) Tenant shall effect such repairs in a good and workmanlike and commercially reasonable manner, (e) Tenant shall use new or like new materials, and (f) Tenant shall take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Building. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.5, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto, and Landlord shall reimburse Tenant the amounts expended by Tenant in connection with such work, provided that Landlord shall have the right to reasonably object if Landlord claims particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that ~~the~~ specifically enumerated charges are excessive (in which case Landlord shall pay all of the charges not so enumerated, and further, with respect to the charges so enumerated, the amount it contends would not have been excessive)~~. For purposes~~ , then Tenant shall not be entitled to such deduction from Rent, but Tenant may proceed to claim a default by Landlord under this Lease and may institute legal action seeking to recover damages from Landlord as a result of this Section 7.5, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Base Building, or creating a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operationssuch claimed default.

Appears in 1 contract

Samples: Lease (THQ Inc)

Common use of Tenant’s Right to Make Repairs Clause in Contracts