Common use of Tenant’s Right to Self-Help Clause in Contracts

Tenant’s Right to Self-Help. If Landlord fails to take any action which Landlord is obligated to take to provide repairs and/or maintenance to the Premises as set forth in Section 7.1 of this Lease or in Article 11 of this Lease, Tenant may deliver written notice thereof to Landlord (the “Initial Notice”). The Initial Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 7.1 or Article 11 with respect to the Premises. If within ten (10) Business Days of receiving Tenant’s Initial Notice, Landlord fails to cure or commence to cure the items specified in the Initial Notice, Tenant may deliver to Landlord a second notice (a “Reminder Notice”). The Reminder Notice must include a copy of the Initial Notice and specify that Tenant will have the rights granted under this Section 7.3 if Landlord fails to cure or commence to cure the specified items within ten (10) Business Days of receipt of the Reminder Notice. If Landlord does not so object and fails to take or commence to take (and diligently pursue to completion) the required action within ten (10) Business Days of receiving the Reminder Notice, then Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect to the Premises (but solely on its own behalf, and not as the agent of Landlord). Unless Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice from Tenant setting forth a reasonably particularized breakdown of such costs and expenses. If Landlord does not pay such invoice within sixty (60) days after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in such invoice; provided that in no event may Tenant deduct more than 20% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within thirty (30) days after receiving Tenant’s Initial Notice, a written objection that all or any portion of such action does not have to be taken by Landlord pursuant to the terms of this Lease, in Landlord’s reasonable opinion, and if Tenant elects to proceed with such work, Tenant will not be entitled to make any deduction from Basic Rent. If the parties are unable to resolve Landlord’s objections, then Tenant may institute an action at law or pursue any other available remedies to collect the unpaid amount and/or to enforce Landlord’s obligations pursuant to this Lease.

Tenant’s Right to Self-Help. If Landlord fails to take shall default in the performance of any action which Landlord is obligated to take to provide repairs and/or maintenance to the Premises as set forth in Section 7.1 of this Lease or in Article 11 of its obligations under this Lease, and if Landlord shall not cure such default within a thirty (30) day period after notice from Tenant may deliver written notice thereof specifying the default (or, if such default cannot by its nature be cured within such thirty (30) day period and Landlord shall not within such period commence to Landlord cure such default and thereafter prosecute the curing of such default to completion with due diligence), Tenant may, at its option (the “Initial Notice”but shall not be obligated to). The Initial Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 7.1 or Article 11 with respect to the Premises. If within , at any time after ten (10) Business Days of receiving Tenant’s Initial Notice, Landlord fails to cure or commence to cure the items specified in the Initial Notice, Tenant may deliver days after giving to Landlord a second further notice (a “Reminder Notice”). The Reminder Notice must include a copy of the Initial Notice and specify that Tenant will have the rights granted under default specifically referring to this Section 7.3 if Landlord fails 8.03, cure such default for the account of Landlord; provided, however, that in cases of emergencies that pose an immediate material threat to cure person, property, or commence to cure the specified items within ten (10) Business Days of receipt of the Reminder Notice. If Landlord does not so object and fails to take or commence to take (and diligently pursue to completion) the required action within ten (10) Business Days of receiving the Reminder NoticeTenant’s business operation, then Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect to the Premises at its option (but solely on shall not be obligated to), cure such default for the account of Landlord immediately after giving Landlord telephone, facsimile, or electronic notice of Tenant’s intent to exercise of its own behalf, and not as right to self-help hereunder. Any reasonable amount paid or any reasonable contractual liability incurred by Tenant in exercising its right to self-help hereunder shall be deemed paid or incurred for the agent account of Landlord). Unless , and, if Landlord delivers a written objection to Tenant as set forth below, Landlord will shall not reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice demand for any amount paid for the account of Landlord hereunder, Tenant shall have the right to deduct any amount (with interest on such amount at ten percent (10%) per annum) still owing from Tenant setting forth a reasonably particularized breakdown future payments of such costs and expenses. If Landlord does not pay such invoice within sixty (60) days after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in hereunder but such invoice; provided that in no event may Tenant deduct more than 20% deduction shall not exceed fifteen percent (15%) of the Basic Rent due during payable for any single month (or such higher amount as a result shall be required for Tenant to recoup such amount ratably over the remainder of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within thirty (30) days after receiving Tenant’s Initial Notice, a written objection that all or any portion of such action does not have to be taken by Landlord pursuant to the terms of this Lease, in Landlord’s reasonable opinion, and if Tenant elects to proceed with such work, Tenant will not be entitled to make any deduction from Basic Rent. If the parties are unable to resolve Landlord’s objections, then Tenant may institute an action at law or pursue any other available remedies to collect the unpaid amount and/or to enforce Landlord’s obligations pursuant to this LeaseLease Term).

Tenant’s Right to Self-Help. If (i) Landlord fails to take any action which Landlord is obligated to take to provide utilities, services, repairs and/or or maintenance to the Premises as set forth in Section 6.1 and/or 7.1 of this Lease or in Article 11 Lease, and (ii) such failure by Landlord unreasonably interferes with the conduct of this LeaseTenant’s business at the Premises, and (iii) such failure is within Landlord’s reasonable control to correct, Tenant may deliver written notice thereof of the failure to Landlord (the “Initial Self-Help Notice”). The Initial Self-Help Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 6.1 and/or 7.1 or Article 11 with respect to the Premises. If within ten five (105) Business Days days of receiving Tenant’s Initial Self-Help Notice, Landlord fails to cure or (or, if such failure reasonably requires more than five (5) days to cure, Landlord fails within such five (5) day period to commence to cure, and thereafter diligently and continuously pursue the cure of) the items specified in the Initial Self-Help Notice, Tenant may deliver to Landlord a second notice (a “Reminder Notice”). The Reminder Notice must include a copy of the Initial Notice and specify that Tenant will have the rights granted under this Section 7.3 if Landlord fails to cure or commence to cure the specified items within ten (10) Business Days of receipt of the Reminder Notice. If Landlord does not so object and fails to take or commence to take (and diligently pursue to completion) the required action within ten (10) Business Days of receiving the Reminder Notice, then Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect to the Premises (but solely on its own behalf, and not as the agent of Landlord)) and, in this regard, Tenant may enter upon any portion of the Building or Common Area to take such reasonable action and to incur such reasonable expenses as may be necessary, provided that Tenant will not enter the premises of any other tenant in the Building without such tenant’s permission. Tenant may not take any such self-help action which alters or modifies the Building systems or equipment, structural integrity of the Building or exterior appearance of the Building. Unless Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice from Tenant setting forth a reasonably particularized breakdown of such costs and expenses. If Landlord does not so object and does not pay such invoice within sixty said thirty (6030) days day period after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in such invoice; , together with interest at twelve percent (12%) per annum accruing from the date Tenant first requested reimbursement, provided that in no event may Tenant deduct more than 2025% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within thirty (30) 30 days after receiving Tenant’s Initial Noticeinvoice, a written objection to the payment of such invoice setting forth with reasonable particularity any defenses to payment Landlord believes it has (such as, for example, any claim that all or any portion of such action does did not have to be taken by Landlord pursuant to the terms of this Lease, or that the charges are excessive (in Landlord’s reasonable opinionwhich case Landlord will pay the amount it contends would not have been excessive), and if Tenant elects to proceed with such work, then Tenant will not be entitled to make any deduction from Basic Rent. If , and if the parties are unable to resolve Landlord’s objections, objections then Tenant may institute an action at law or pursue any other available remedies to collect the unpaid amount and/or amount. The provisions of this Section 7.3 will not operate to enforce Landlord’s obligations pursuant to this Leaseexclude from Operating Expenses any item properly includable therein.

Tenant’s Right to Self-Help. If Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to take provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any action which Landlord is obligated to take to provide repairs and/or maintenance to the Premises as set forth in Section 7.1 of this Lease or in Article 11 of this Lease, Tenant may deliver written notice thereof to Landlord (the “Initial Notice”). The Initial Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 7.1 or Article 11 with respect to the Premises. If within event not earlier than ten (10) Business Days business days after receipt of receiving Tenant’s Initial Noticesuch notice (except, Landlord fails to cure or commence to cure the items specified in the Initial Notice, Tenant may deliver to Landlord a second notice (a “Reminder Notice”case of an emergency). The Reminder Notice must include a copy of the Initial Notice and specify that Tenant will have the rights granted under this Section 7.3 if Landlord fails to cure or commence to cure the specified items within ten (10) Business Days of receipt of the Reminder Notice. If Landlord does not so object and fails to take or commence to take (and diligently pursue to completion) the required action within ten (10) Business Days of receiving the Reminder Notice, then Tenant may, subject to the terms of this Section 7.3, may proceed to take the required action with respect upon delivery of an additional notice to the Premises (but solely on its own behalfLandlord specifying that Tenant is taking such required action, and not as if such action was required under the agent terms of the Lease to be taken by Landlord). Unless , then Tenant shall be entitled to prompt reimbursement by Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for of Tenant’s reasonable out-of-pocket costs and expenses in taking such action action, plus interest thereon at the Interest Rate (defined in Section 20(e) below). However, if the work so performed by Tenant pertains to items that would otherwise be includable in Direct Costs pursuant to Article 3 above, then Landlord may include the amount of such reimbursement (excluding interest) in Direct Costs. In the event Tenant takes such action, and such work will affect the Building’s life-safety systems, HVAC, plumbing and/or elevator systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for similar work 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 in the vicinity of the Building. Further, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receiving receipt of an invoice from Tenant setting 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 such its costs and expenses. If Landlord does not pay expenses in connection with taking such invoice within sixty (60) days after Landlord receives the invoiceaction on behalf of Landlord, then Tenant may thereafter shall be entitled to deduct from Basic Rent rent payable by Tenant under this Lease, the amount set forth in such invoice; provided that in no event may Tenant deduct more than 20% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, Tenant within thirty (30) days after receiving receipt of Tenant’s Initial Noticeinvoice, a written objection that all or any portion to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action does did not have to be taken by Landlord pursuant to the terms of this Leasethe Lease or that the charges are excessive, in Landlord’s reasonable opinion, and if then Tenant elects to proceed with such work, Tenant will shall not be entitled to make any such deduction from Basic Rent. If rent except with respect to the parties are unable amounts set forth in Tenant’s subject invoice which Landlord does not contend to resolve Landlord’s objectionsbe excessive, then and Tenant may institute proceed to claim a default by Landlord, or if elected by mutual agreement of Landlord and Tenant, the matter shall proceed to resolution by arbitration. An emergency shall be deemed to exist hereunder if an action at law event or pursue any other available remedies circumstance poses an immediate danger to collect the unpaid amount and/or person or a material and immediate danger to enforce Landlord’s obligations pursuant to this Leaseproperty.