Tenant’s Rights. Notwithstanding anything to the contrary contained herein or the Mortgage, Tenant may assert any claims for rental abatement, offsets and rent credits permitted under the terms of the Tenant's Rights Sections (as hereinafter defined) whether arising on, before or after the Succession Date (i) against Former Landlord and (ii) to the extent such rent credits, offsets or abatements have not been fully exhausted as of the Succession Date or continue to accrue after the Succession Date, against Mortgagee or any Successor Landlord; and the foregoing shall not be construed to relieve Successor Landlord of liability under the Lease first arising and accruing after the Succession Date; and provided further for purposes of clarity, it is hereby acknowledged and agreed that as of the Succession Date, subject to the terms of this Agreement, Mortgagee and any Successor Landlord shall be bound by all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, including but not limited to the following obligations, each to the extent expressly required under the Lease; provided, however, in no event shall Mortgagee or Successor Landlord incur any liability beyond Mortgagee or Successor Landlord's then equity interest, if any, in the Property, and Tenant shall look exclusively to such equity interest of Lender, if any, in the Property for the payment and discharge of any obligations or liability imposed upon Mortgagee hereunder or under the Lease: (w) the balance of Tenant's Contribution or Tenant's Expansion Premises Contribution to the extent delivered by Tenant to Former Landlord and not applied, as applicable toLandlord's Work or Landlord's Expansion Premises' Work but only to the extent Mortgagee or Successor Landlord actually receives Tenant's Contribution or Tenant's Expansion Premises Contribution; (x) any rent credits, offsets, abatements or reductions of Rent to which Tenant may be entitled as set forth in is expressly set forth in the Lease, including, without limitation, the abatement of Rent through the Rent Commencement Date (andany extension of the Rent Commencement Date pursuant to Section 4.2), rent credits, offsets, refunds, abatements of or reduction of Rent set forth in Section 4.2(e), Section 4.2(f), Section 5.1(d)(iii), Section S.l(d)(iv), , Section 7.2(b), Section 7.4(a), Section 8.1(e), Section 10.1 J(b), Section 11.3, Section 12.l(b), Section 12.3, Section 26.18(c), Section 26.19(b), Section 26.22(a), Section 3 I .2, Section 32.4, Section 32.8, and Section 33.8 which, in any case, have not yet been fully applied, credited, offset or exhausted against amounts payable by Tenant under the Lease as of the Succession Date (collectively referred to as the "Tenant's ights Sections"); and (y) any options or rights ofTenant under the Lease to the Expansion Premises and any Renewal Terms. 6. Exculpation o[Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and liability under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in the ·Leased Premises from time to time, including insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's interest in the Lease, and the proceeds from any sale, lease or other disposition of the Property (or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest"). Tenant shall look exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with . respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 16100912_3
Appears in 1 contract
Samples: Lease Agreement (2U, Inc.)
Tenant’s Rights. Notwithstanding anything to the contrary contained herein or the Mortgage, Tenant may assert any claims for rental abatement, offsets and rent credits permitted under the terms of the Tenant's Rights Sections (as hereinafter defined) whether arising on, before or after the Succession Date (i) against Former Landlord and (ii) to the extent such rent credits, offsets or abatements have not been fully exhausted as of the Succession Date or continue to accrue after the Succession Date, against Mortgagee or any Successor Landlord; and the foregoing shall not be construed to relieve Successor Landlord of liability under the This Lease first arising and accruing after the Succession Date; and provided further for purposes of clarity, it is hereby acknowledged and agreed that as of the Succession Date, subject to the terms of this Agreement, Mortgagee and any Successor Landlord shall be bound by all recorded in the Registry of Property of Puerto Rico, Second Section of San Jxxx as set forth in Section 21.3, and shall constitute a first priority lien on the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, including but not limited to the following obligations, each to the extent expressly required under the LeasePremises; provided, however, that this Lease shall become subject and subordinate to any existing or future mortgage (hereinafter, the “Mortgage”) of the Premises or all or any portion thereof, and any renewals, modifications, replacements or extensions thereof, only if and when a non-disturbance and attornment agreement is entered into in respect of such Mortgage by the holder thereof (hereinafter, the “Mortgagee”) acknowledging Tenant’s possession and providing that: (a) so long as Tenant is not in default after the expiration of any applicable notice and grace period, the Term shall not be terminated or modified in any respect whatsoever nor shall the rights or remedies of Tenant hereunder or its use, quiet enjoyment or occupancy of the Premises be disturbed or interfered with or otherwise affected in any manner as a result of any act or omission of Landlord, including any breach of or default under the Mortgage, or otherwise; (b) all condemnation awards and proceeds of insurance shall be applied in the manner provided in this Lease; (c) no event such Mortgagee shall name or join Tenant as a party defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the Term hereof be terminated (except as permitted by the provisions of this Lease) or otherwise affected by foreclosure or enforcement of, any rights given to any such Mortgagee pursuant to the terms, covenants or conditions contained therein or in any other documents held by any such Mortgagee or Successor Landlord incur otherwise given to any liability beyond such Mortgagee as a matter of law or Successor Landlord's then equity interest, if any, in the Property, equity; and (d) such Mortgagee will give Tenant shall look exclusively to such equity interest of Lender, if any, in the Property for the payment and discharge notice of any obligations or liability imposed upon Mortgagee hereunder or default by Landlord under the Lease: (w) the balance of Tenant's Contribution or Tenant's Expansion Premises Contribution such Mortgage concurrently with any notice given to the extent delivered by Tenant to Former Landlord thereunder. Such non-disturbance and not applied, as applicable toLandlord's Work or Landlord's Expansion Premises' Work but only to the extent Mortgagee or Successor Landlord actually receives Tenant's Contribution or Tenant's Expansion Premises Contribution; (x) any rent credits, offsets, abatements or reductions of Rent to which Tenant may attornment agreement shall be entitled as set forth in is expressly set forth in the Lease, including, without limitation, the abatement of Rent through the Rent Commencement Date (andany extension of the Rent Commencement Date pursuant subordination agreement referred to Section 4.2), rent credits, offsets, refunds, abatements of or reduction of Rent set forth in Section 4.2(e), Section 4.2(f), Section 5.1(d)(iii), Section S.l(d)(iv), , Section 7.2(b), Section 7.4(a), Section 8.1(e), Section 10.1 J(b), Section 11.3, Section 12.l(b), Section 12.3, Section 26.18(c), Section 26.19(b), Section 26.22(a), Section 3 I .2, Section 32.4, Section 32.8, 14.2 and Section 33.8 which, in any case, have not yet been fully applied, credited, offset or exhausted against amounts payable by Tenant under the Lease as of the Succession Date (collectively referred to as the "Tenant's ights Sections"); and (y) any options or rights ofTenant under the Lease to the Expansion Premises shall be binding upon such Mortgagee and any Renewal Terms. 6. Exculpation o[Successor Landlord. Notwithstanding anything to the contrary successor in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and liability under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in the ·Leased Premises from time to timeinterest thereto, including insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's interest in the Lease, and the proceeds from any purchaser at any trustee’s or foreclosure sale, lease or other disposition of the Property (party claiming by, through or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest"). Tenant shall look exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with . respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 16100912_3Mortgagee
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Tenant’s Rights. Notwithstanding anything contained in this Lease to the contrary contained herein or the Mortgagecontrary, Tenant may assert any claims for rental abatement, offsets and rent credits permitted under the terms delivery of possession of the Initial Expansion Space, Additional Expansion Space, Lower Level Premises Expansion Space and Upper Level Premises Expansion Space (collectively, the "Expansion Space") to Tenant and commencement of Tenant's Rights Sections leasing thereof is and shall be subject to Landlord's obtaining possession from any prior tenant or occupant of the Building who holds over in the Expansion Space beyond the applicable lease expiration date. Landlord shall deliver possession of the Expansion Space to Tenant on or prior to the commencement date set forth in subsections (as hereinafter definedA), (B), (C) whether arising on, before or after the Succession Date (i) against Former Landlord and (iiD) above, with respect to the extent such rent creditsparticular Expansion Space in question (collectively, offsets or abatements have not been fully exhausted as of the Succession Date or continue to accrue after the Succession "Expansion Space Commencement Date, against Mortgagee or any Successor Landlord; and the foregoing shall not be construed to relieve Successor Landlord of liability under the Lease first arising and accruing after the Succession Date; and provided further for purposes of clarity, it is hereby acknowledged and agreed that as of the Succession Date, subject to the terms of this Agreement, Mortgagee and any Successor Landlord shall be bound by all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, including but not limited to the following obligations, each to the extent expressly required under the Lease"); provided, however, that if Landlord is unable to deliver any portion of the Expansion Space to Tenant on the applicable Expansion Space Commencement Date, (i) Tenant shall not be obligated to pay any Rent with respect to such portion of the Expansion Space until the date such portion of the Expansion Space is actually delivered by Landlord; (ii) the Expiration Date of this Lease shall not be affected thereby; and (iii) Landlord shall pay to Tenant the amount of the holdover rent actually received by Landlord for the tenant’s holdover in no event shall Mortgagee or Successor the applicable Expansion Space which exceeds the actual monthly base rent and additional rent payable by the holdover tenant during the last month of the tenant’s lease term, after Landlord incur deducts any liability beyond Mortgagee or Successor Landlord's then equity interestreasonable, out-of-pocket expenses incurred by Landlord in conjunction with such holdover, including, but not limited to, reasonable attorneys’ fees and court costs, if any, in the Property, and Tenant shall look exclusively to such equity interest of Lender, if any, in the Property for the payment and discharge of any obligations or liability imposed upon Mortgagee hereunder or under the Lease: (w) the balance of Tenant's Contribution or Tenant's Expansion Premises Contribution to the extent delivered by Tenant to Former Landlord and not applied, . Except as applicable toLandlord's Work or Landlord's Expansion Premises' Work but only to the extent Mortgagee or Successor Landlord actually receives Tenant's Contribution or Tenant's Expansion Premises Contribution; (x) any rent credits, offsets, abatements or reductions of Rent to which Tenant may be entitled as set forth in is otherwise expressly set forth in this Article 33 to the Leasecontrary, including, without limitation, the abatement of Rent through the Rent Commencement Date (andany extension Tenant shall accept possession of the Expansion Space and commence paying Rent Commencement Date pursuant to Section 4.2), rent credits, offsets, refunds, abatements therefor on the date of or reduction delivery of Rent set forth in Section 4.2(e), Section 4.2(f), Section 5.1(d)(iii), Section S.l(d)(iv), , Section 7.2(b), Section 7.4(a), Section 8.1(e), Section 10.1 J(b), Section 11.3, Section 12.l(b), Section 12.3, Section 26.18(c), Section 26.19(b), Section 26.22(a), Section 3 I .2, Section 32.4, Section 32.8, and Section 33.8 which, in any case, have not yet been fully applied, credited, offset or exhausted against amounts payable possession thereof by Tenant under the Lease as of the Succession Date (collectively referred to as the "Tenant's ights Sections"); and (y) any options or rights ofTenant under the Lease to the Expansion Premises and any Renewal Terms. 6. Exculpation o[Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and liability under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in the ·Leased Premises from time to time, including insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's interest in the Lease, and the proceeds from any sale, lease or other disposition of the Property (or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest"). Tenant shall look exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with . respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 16100912_3.
Appears in 1 contract
Tenant’s Rights. Notwithstanding anything Tenant may from time to time during the Lease Term, at its expense, make such alterations, additions, installations, substitutions, improvements and decorations (collectively, with Tenant’s Work, referred to as “Alterations”) in and to the contrary contained herein or the Mortgage, Premises as Tenant may assert any claims consider necessary or desirable for rental abatement, offsets and rent credits permitted under the terms conduct of its business in the Tenant's Rights Sections (as hereinafter defined) whether arising on, before or after the Succession Date (i) against Former Landlord and (ii) to the extent such rent credits, offsets or abatements have not been fully exhausted as of the Succession Date or continue to accrue after the Succession Date, against Mortgagee or any Successor Landlord; and the foregoing shall not be construed to relieve Successor Landlord of liability under the Lease first arising and accruing after the Succession Date; and provided further for purposes of clarity, it is hereby acknowledged and agreed that as of the Succession DatePremises, subject to the terms following conditions:
(a) the outside appearance or the strength of the Building or any of its structural parts shall not be adversely affected;
(b) no part of the Building outside of the Premises shall be physically and adversely affected;
(c) no other tenant or occupant of the Building, and no common area of the Building, shall be adversely affected, other than to a de minimis extent;
(d) the proper and economical functioning of the Building systems or facilities of the Building or any portion thereof shall not be adversely affected, other than to a de minimis extent;
(e) before proceeding with any Alterations, other than those that are considered Minor Alterations (as such term is defined below), Tenant shall obtain Landlord’s written consent, which consent shall not be unreasonably withheld or delayed provided the conditions of this AgreementArticle 8 are satisfied, Mortgagee and any Successor submit to Landlord for approval plans and specifications for the work to be performed. Within ten (10) Operating Days after its receipt of a submission of plans and specifications, Landlord shall be bound by all of either consent thereto or specify any objections thereto. If Landlord does not respond to Tenant’s request for consent or approval within such ten (10) Operating Day period, then Tenant shall have the termsright to give Landlord a second notice requesting such consent and, covenants and conditions of provided such second request for approval shall prominently specify that Landlord’s failure to approve or disapprove the Lease for the balance of the term same within five (5) Operating Days after Landlord’s receipt thereof remainingconstitutes an approval thereof, including but not limited to the following obligations, each to the extent expressly required under the Lease; provided, however, in no event shall Mortgagee or Successor Landlord incur any liability beyond Mortgagee or Successor Landlord's then equity interest, if any, in the Propertyevent Landlord fails to approve or disapprove such plans and specifications within such 5 Operating Day period, and Tenant shall look exclusively to such equity interest of Lender, if any, in the Property for the payment and discharge of any obligations or liability imposed upon Mortgagee hereunder or under the Lease: (w) the balance of Tenant's Contribution or Tenant's Expansion Premises Contribution to the extent delivered by Tenant to Former Landlord and not applied, as applicable toLandlord's Work or Landlord's Expansion Premises' Work but only to the extent Mortgagee or Successor Landlord actually receives Tenant's Contribution or Tenant's Expansion Premises Contribution; (x) any rent credits, offsets, abatements or reductions of Rent to which Tenant may be entitled as set forth in is expressly set forth in the Lease, including, without limitation, the abatement of Rent through the Rent Commencement Date (andany extension of the Rent Commencement Date pursuant to Section 4.2), rent credits, offsets, refunds, abatements of or reduction of Rent set forth in Section 4.2(e), Section 4.2(f), Section 5.1(d)(iii), Section S.l(d)(iv), , Section 7.2(b), Section 7.4(a), Section 8.1(e), Section 10.1 J(b), Section 11.3, Section 12.l(b), Section 12.3, Section 26.18(c), Section 26.19(b), Section 26.22(a), Section 3 I .2, Section 32.4, Section 32.8, and Section 33.8 which, in any case, have not yet been fully applied, credited, offset or exhausted against amounts payable by Tenant under the Lease as of the Succession Date (collectively referred to as the "Tenant's ights Sections"); and (y) any options or rights ofTenant under the Lease to the Expansion Premises and any Renewal Terms. 6. Exculpation o[Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended approved the same. Landlord may as a condition of its consent require Tenant (i) to provide perform all such work at such times and in such manner as to create the least practicable interference with the use of the Building by the other tenants and occupants thereof, including, but without limitation, on an “overtime” basis, (ii) to make revisions in and to its plans and specifications, and/or (iii) to agree to remove, at or prior to the Expiration Date, any item of work shown on such plans of an unusual nature, such as, but not limited to, internal stairways, pantries, lavatories, vaults, special flooring for computer areas and the like (“Specialty Alterations”), and to restore the affected portion of the Premises, provided that Successor Landlord identifies such Specialty Alterations at the time of giving Landlord's obligations ’s consent to such Alterations. Notwithstanding the foregoing, Tenant shall have no obligation to submit such plans and liability under specifications or obtain Landlord’s approval in connection with Alterations that are (x) those of a decorative nature such as painting, wall coverings and floor coverings and (y) non-structural Alterations which do not affect Building systems such that the Lease shall never extend beyond Successor Landlord's aggregate amount of the costs and expenses for such non-structural Alterations is less than $250,000 (or its successors' or assigns'each, a “Minor Alteration”), provided that (A) interestTenant gives Landlord at least ten (10) days’ prior notice describing such work in reasonable detail, including plans and specifications, if any, which Tenant has prepared and (B) a building, alteration or other governmental permit is not required or otherwise filed in connection therewith. Notwithstanding clause (i) above, Tenant shall not be obligated to do such work on an “overtime” basis except to the extent such work involves core drilling, demolition, hammering or other activities which, as reasonably determined by Landlord, may adversely affect the use of the common areas of the Building or the operation of the Building, result in a reduction of Building services required to be provided by Landlord pursuant to this Lease, require access to space in the ·Leased Premises Building occupied by other tenants, or, other than to a de minimis extent, interfere with or disturb the use and occupancy of the Building by other tenants and occupants;
(f) before proceeding with any Alterations for which consent is required by Landlord, any required consent from time any Mortgagee and/or Overlandlord shall have been obtained (Landlord agreeing to timeuse commercially reasonable efforts to obtain such consent within the same ten (10) day period that Landlord shall have to consent or submit its objections thereto provided that in no event shall Landlord be required to make any material expenditures or concessions to obtain such consent);
(g) in performing the work involved in such Alterations, including insurance Tenant shall perform, observe and condemnation proceeds, security deposits, escrows, Successor Landlord's interest comply with all of the conditions and covenants set forth in the Leaseprovisions of this Article;
(1) structural reinforcement of certain portions of the floors of the Premises as may be reasonable, and the proceeds from any sale, lease or Landlord shall cooperate with Tenant to afford Tenant reasonable access to such other disposition floor(s) of the Property Building as necessary in order to perform such structural reinforcement, provided that such work shall in no event decrease the height of the hung ceiling of such other floor(s) or necessitate the relocation other wiring or equipment located within the ceiling, and subject in any event to the rights of other tenants and the other provisions of this Section 8.1; (or any portion thereof2) by Successor Landlord internal stairways and associated slab penetrations to connect contiguous floors of the Premises; (collectively3) a reasonable number of additional bathrooms including showers therein provided, however, the "Successor locations of such bathrooms and showers shall be reasonably approved by Landlord's Interest"). ; and (4) raised floor areas; provided that Tenant shall look exclusively to Successor Landlord's Interest (remove such Specialty Alterations upon the Expiration Date or that earlier termination of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease Term except as affected set forth in the last sentence of this paragraph or unless otherwise specified in writing by this AgreementLandlord. In addition, Tenant shall have the right, at its sole cost and expense, subject to all applicable laws and governmental regulations, to close off the low-rise elevator bank servicing the Premises and utilize such elevator lobby space as part of the Premises. If Tenant obtains elects to close off such low-rise elevator bank and thereafter elects to lease any money judgment against Successor Landlord with of the Offered Space on the eighteenth (18th) floor of the Building or the 18th Floor Expansion Space, Tenant, at its sole cost and expense, shall have the right, subject to all applicable laws and governmental regulations, re-open such elevator bank cause the low-rise elevators to service the Premises. respect Notwithstanding anything herein to the contrary, upon the expiration or termination of this Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect be required to remove or attempt restore a reasonable number of standard office pantries, one internal stairway per floor, supplemental HVAC units approved by Landlord under this Lease, any equipment and installation used to collect bring additional power to which Tenant is entitled under this Lease to the Premises. Landlord’s review and approval of Tenant’s plans and specifications and consent to the performance of the work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable law and insurance requirements, nor shall it be deemed a waiver by Landlord of compliance by Tenant with any provisions of this Lease, nor shall it impose upon Landlord any liability or obligation with respect to such judgment out of any other assets of Successor Landlord. 16100912_3work or the performance thereof.
Appears in 1 contract
Samples: Lease Agreement (Cowen Group, Inc.)
Tenant’s Rights. Notwithstanding anything Should any Improvements or Premises be wholly or partially destroyed or damaged by fire or any other casualty not due to the contrary contained herein intentional or the Mortgagenegligent acts of Tenant, Tenant may assert shall have the right to restore and reconstruct the Improvements or Premises. Notwithstanding any claims for rental abatement, offsets and rent credits permitted under the terms provision of the Tenant's Rights Sections (as hereinafter defined) whether arising on, before or after the Succession Date (i) against Former Landlord and (ii) this Lease to the extent such rent creditscontrary, offsets or abatements have not been fully exhausted as of the Succession Date or continue to accrue after the Succession Date, against Mortgagee or whenever under any Successor Landlord; and the foregoing shall not be construed to relieve Successor Landlord of liability under the Lease first arising and accruing after the Succession Date; and provided further for purposes of clarity, it is hereby acknowledged and agreed that as of the Succession Date, subject to the terms provision of this AgreementLease, Mortgagee Tenant restores and any Successor Landlord reconstructs Improvements (other than Tenant Improvements), Tenant shall be bound by all entitled to use the proceeds of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, including but not limited to the following obligations, each to the extent expressly required under the Lease; provided, however, in no event shall Mortgagee or Successor Landlord incur any liability beyond Mortgagee or Successor Landlord's then equity interest’s Property Coverage, if any, as this term is defined above in the PropertySection 9.1. If Tenant elects to restore and reconstruct such Improvements, and Tenant then rent shall look exclusively to such equity interest of Lender, if any, in the Property for the payment and discharge of any obligations or liability imposed upon Mortgagee hereunder or under the Lease: (w) the balance of Tenant's Contribution or Tenant's Expansion Premises Contribution xxxxx to the extent delivered by degree the Premises are unusable for Tenant’s business purposes until such time as Tenant to Former Landlord has fully restored and not applied, as applicable toLandlord's Work or Landlord's Expansion Premises' Work but only to reconstructed such Improvements and the extent Mortgagee or Successor Landlord actually receives Premises are usable for Tenant's Contribution or Tenant's Expansion Premises Contribution; (x) any rent credits, offsets, abatements or reductions of Rent to which Tenant may be entitled as set forth in is expressly set forth in the Lease, including, without limitation, the abatement of Rent through the Rent Commencement Date (andany extension of the Rent Commencement Date pursuant to Section 4.2), rent credits, offsets, refunds, abatements of or reduction of Rent set forth in Section 4.2(e), Section 4.2(f), Section 5.1(d)(iii), Section S.l(d)(iv), , Section 7.2(b), Section 7.4(a), Section 8.1(e), Section 10.1 J(b), Section 11.3, Section 12.l(b), Section 12.3, Section 26.18(c), Section 26.19(b), Section 26.22(a), Section 3 I .2, Section 32.4, Section 32.8, and Section 33.8 which, in any case, have not yet been fully applied, credited, offset or exhausted against amounts payable by Tenant under the Lease as of the Succession Date (collectively referred to as the "Tenant's ights Sections"); and (y) any options or rights ofTenant under the Lease to the Expansion Premises and any Renewal Terms. 6. Exculpation o[Successor Landlord’s business purposes. Notwithstanding anything to the contrary in contrary, if Tenant has not completed restoration or reconstruction of the Improvements after two (2) years provided, however, that such two (2) year period shall be extended by any period of Force Majeure, as defined under Section 16.13 of this Agreement or the Lease, upon any attornment rent abatement shall end and Tenant agrees to pay the full then-applicable rental rate. Notwithstanding anything to the contrary, if any casualty occurs within in five (5) years after the Effective Date, Tenant 1) shall not have the right to terminate pursuant to this Agreement, the Lease shall be deemed Section 10.1 and 2) further covenants and agrees to have been automatically amended to provide that Successor Landlord's obligations use all insurance and liability under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') interestother proceeds, if any, to rebuild the Improvements in the ·Leased Premises from time to time, including manner as originally contemplated by this Lease. Tenant may reconstruct any such building using Landlord’s insurance and condemnation proceeds, security depositsif any. During the period of any reconstruction or repair pursuant to this paragraph, escrows, Successor Landlord's interest in all rental shall xxxxx to the Lease, degree the Premises are unusable for Tenant’s business purposes. Tenant’s rent shall be abated proportionally until such time that it can use the Premises for the uses and purposes contemplated hereby and the proceeds from any salereconstruction or repair is finished. If the Premises is rendered wholly untenable it cannot be used by the Tenant for the use and purposes contemplated hereby, lease or other disposition then rate will be abated in its entirety until such time as can fully operate is business out of the Property (or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest"). Tenant shall look exclusively to Successor Landlord's Interest (or that of its successors Premises as intended and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected contemplated by this Agreement. If Tenant obtains any money judgment against Successor Landlord with . respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 16100912_3Lease.
Appears in 1 contract
Samples: Lease Agreement
Tenant’s Rights. Notwithstanding anything the foregoing, if Landlord does not elect to the contrary contained herein or the Mortgageterminate this Lease, Tenant may assert any claims for rental abatement, offsets and rent credits permitted under the terms of the Tenant's Rights Sections (as hereinafter defined) whether arising on, before or after the Succession Date terminate this Lease if either (i) against Former Landlord notifies Tenant that in its good faith determination such repair or restoration cannot be completed within two hundred seventy (270) days from the date of the casualty, or (ii) the damage or destruction occurs within the last fifteen (15) months of the Term, unless Tenant’s gross negligence or willful misconduct was the sole cause of the damage. If Tenant has the right to terminate the Lease in accordance with the above provisions, Tenant may so elect by written notice to Landlord which must be given within thirty (30) days after the date Landlord delivers its initial notice of the estimate of the duration of the repairs Upon Landlord’s receipt of any such notice from Tenant under this Section 11(B), the termination shall be effective as of the date the destruction occurred, and Tenant shall have a reasonable period thereafter to move out of the Premises. There shall be an abatement of rent by reason of damage to or destruction of the Premises or the Building, or any portion thereof, to the extent that (i) Landlord receives insurance proceeds for loss of rental income attributable to the Premises and (ii) the floor area of the Premises cannot be reasonably used by Tenant for conduct of its business, in which event the Base Rent shall xxxxx proportionately according to (i) or (ii) above, as appropriate, commencing on the date that the damage to or destruction of the Premises or Building has occurred, and except that, if Landlord or Tenant elects to terminate this Lease as provided in Paragraph 11(B) above, no obligation shall accrue under this Lease after such termination. Notwithstanding the provisions of this Section, if Landlord’s insurance refuses to pay for a portion of abatement or Landlord lacks coverage and the cause of the damage was due to the extent such rent creditsgross negligence or willful misconduct of Tenant or its employees, offsets agents or abatements have not been fully exhausted as of the Succession Date or continue to accrue after the Succession Datecontractors, against Mortgagee or any Successor Landlord; and the foregoing Tenant shall not be construed to relieve Successor Landlord of liability under the Lease first arising and accruing after the Succession Date; and provided further for purposes of clarity, it is hereby acknowledged and agreed that as of the Succession Date, subject to the terms of this Agreement, Mortgagee and any Successor Landlord shall be bound by all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining, including but not limited to the following obligations, each to the extent expressly required under the Lease; provided, however, in no event shall Mortgagee or Successor Landlord incur any liability beyond Mortgagee or Successor Landlord's then equity interest, if any, in the Property, and Tenant shall look exclusively entitled to such equity interest of Lender, if any, in the Property for the payment and discharge of any obligations or liability imposed upon Mortgagee hereunder or under the Lease: (w) the balance of Tenant's Contribution or Tenant's Expansion Premises Contribution to the extent delivered by Tenant to Former Landlord and not applied, as applicable toLandlord's Work or Landlord's Expansion Premises' Work but only to the extent Mortgagee or Successor Landlord actually receives Tenant's Contribution or Tenant's Expansion Premises Contribution; (x) any rent credits, offsets, abatements or reductions of Rent to which Tenant may be entitled as set forth in is expressly set forth in the Lease, including, without limitation, the abatement of Rent through the Rent Commencement Date (andany extension of the Rent Commencement Date pursuant to Section 4.2), rent credits, offsets, refunds, abatements of or reduction of Rent set forth in Section 4.2(e), Section 4.2(f), Section 5.1(d)(iii), Section S.l(d)(iv), , Section 7.2(b), Section 7.4(a), Section 8.1(e), Section 10.1 J(b), Section 11.3, Section 12.l(b), Section 12.3, Section 26.18(c), Section 26.19(b), Section 26.22(a), Section 3 I .2, Section 32.4, Section 32.8, and Section 33.8 which, in any case, have not yet been fully applied, credited, offset or exhausted against amounts payable by Tenant under the Lease as of the Succession Date (collectively referred to as the "Tenant's ights Sections"); and (y) any options or rights ofTenant under the Lease to the Expansion Premises and any Renewal Terms. 6. Exculpation o[Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended to provide that Successor Landlord's obligations and liability under the Lease shall never extend beyond Successor Landlord's (or its successors' or assigns') interest, if any, in the ·Leased Premises from time to time, including insurance and condemnation proceeds, security deposits, escrows, Successor Landlord's interest in the Lease, and the proceeds from any sale, lease or other disposition of the Property (or any portion thereof) by Successor Landlord (collectively, the "Successor Landlord's Interest"). Tenant shall look exclusively to Successor Landlord's Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with . respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord's Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any such judgment out of any other assets of Successor Landlord. 16100912_3abatement.
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