Common use of Termination and Surrender Clause in Contracts

Termination and Surrender. (a) As of the Termination Date, Tenant hereby surrenders the Premises to Landlord and does hereby give, grant and surrender unto Landlord all of Tenant's right, title and interest in and to the Premises, including, without limitation, all of Tenant's right, title and interest in, to and under the Lease, and Landlord hereby accepts such surrender. Except as otherwise expressly provided herein, each of the parties hereto acknowledges performance of all obligations of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Date. The Lease is hereby agreed to be null and void and of no further force and effect as of the Termination Date. In addition, any and all rights and obligations of the parties that may have arisen in connection with the Premises shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the Lease, each of which shall be preserved to the full extent of applicable insurance coverage; provided, however, that Landlord’s recourse for any indemnification arising under the Lease shall be strictly limited to applicable insurance proceeds and coverage benefits and in no event shall Landlord have recourse against Tenant or its estate.

Termination and Surrender. (a) As If Endeavor fails to comply with any of the Termination Dateprovisions of this Agreement, Tenant hereby surrenders and if Endeavor does not initiate and diligently pursue steps to correct such default within thirty (30) days after notice has been given to it by Mayan specifying with particularity the Premises to Landlord and does hereby givenature of the default, grant and surrender unto Landlord all then upon the expiration of Tenant's right, title and interest in and to the Premises, including, without limitation30-day period, all rights of Tenant's rightEndeavor under this Agreement, title and interest inexcept as provided in Section 17, to and under the Leaseshall terminate, and Landlord hereby accepts such surrender. Except as otherwise expressly provided herein, each of the parties hereto acknowledges performance of all obligations of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Date. The Lease is hereby agreed to be null and void and of no further force and effect as of the Termination Date. In addition, any and all rights liabilities and obligations of the parties that may have arisen Endeavor of any kind, character, or description (except as provided in connection with the Premises Section 18), including any liability for any payments under Sections 8 and 9 then not due or accrued, shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the Lease, each of which shall be preserved to the full extent of applicable insurance coverageterminate; provided, however, that Landlord’s recourse if the default cannot reasonably be corrected within thirty (30) days then Endeavor shall have a reasonable amount of time in which to correct the default. If Endeavor by notice to Mayan disputes the existence of a default that is based on any obligation other than an obligation to pay money, then this Agreement shall not terminate hereunder until there is a final judgment by a court of competent jurisdiction that a default exists and shall not be terminated thereafter if Endeavor shall satisfy such judgment within thirty (30) days following its entry (or if an appeal of such judgment is taken, following its affirmance by the highest court to which such an appeal is made). If Endeavor by notice to Mayan disputes the existence of a default that is based on an obligation to pay money, then Endeavor shall be obligated to pay to Mayan within thirty (30) days after receipt of said notice the amount of money that Endeavor in its good faith determination considers to be undisputed, and this Agreement shall not terminate hereunder until there is a final judgment by a court of competent jurisdiction that a default exists as to the disputed amount and shall not be terminated thereafter if Endeavor shall satisfy such judgment within thirty (30) days following its entry (or if an appeal of such judgment is taken, following its affirmance by the highest court to which such an appeal is made). Neither the service of any notice nor the performance of any acts by Endeavor intended to meet any alleged default shall be deemed an admission or presumption that Endeavor has failed to perform all of its obligations under this Agreement. Lessor shall not be entitled to terminate this Agreement for any indemnification arising under default that by its nature is not retroactively curable if Endeavor has used its best efforts to cure such a default to the Lease extent practical or if Endeavor has paid Mayan damages for such default where damages are an appropriate remedy. Lessor shall have no right to terminate this Agreement except as expressly provided in this Section. Notwithstanding the foregoing provisions of this Section, this Agreement may not be strictly limited to applicable insurance proceeds and coverage benefits and terminated, in no event shall Landlord have recourse against Tenant whole or its estatein part, by less than all the individuals and/or entities included within the term “Lessor.”

Termination and Surrender. (a) As Tenant shall, upon the expiration or sooner termination of the Termination DateTerm hereof: (i) peaceably and quietly leave, Tenant hereby surrenders surrender and yield up to the Landlord the Premises, free of subtenancies, broom clean and in the same good order and condition as when received except for reasonable wear and tear, fire or other casualty, (ii) surrender any keys, electronic ID cards, and other access devices to Landlord at the place then fixed for the payment of rent, (iii) deliver the Premises to Landlord free of any and does hereby give, grant and surrender unto Landlord all Hazardous Materials present on the Premises in violation of Tenant's rightcovenants or obligations under Section 6.9 so that the condition of the Premises conforms with all applicable Environmental Regulations, title (iv) at its expense, remove from the Premises all movable trade fixtures, furniture, equipment and interest in and other personal property (collectively, "Tenant's Property") as well as any alterations or improvements which Tenant is required to remove pursuant to the Premisesterms of this Lease, (v) at its expense, remove from the Premises any alterations or improvements which Landlord designates for removal in accordance with Landlord's rights to so designate pursuant to the terms of this Lease (including but not limited to the terms of Sections 6.3, 15.25 and 15.26), and (vi) at its expense, promptly repair any damage caused by such removal. Any of Tenant's Property which are not so removed may, at the Landlord's election and without limiting Landlord's right to compel removal thereof, shall be stored by Landlord at Tenant's expense, for not less than thirty (30) days, and thereafter shall be deemed abandoned and may be retained by Landlord as its property or be disposed of at Tenant's sole cost and expense, without accountability, in such manner as Landlord may see fit. In the event the Tenant fails to comply with the provisions of this Section 6.11: (i) Tenant shall, at the option of the Landlord, be deemed to occupy the Premises after the expiration or earlier termination of the Term or any renewal thereof, and be subject to the holdover provisions of this Lease, and (ii) Tenant shall indemnify and hold Landlord harmless from and against any costs incurred by Landlord in connection with Tenant's failure to comply with such provisions (including but not limited to the cost of performing Tenant's obligations hereunder). All installments, alterations, additions, betterments and improvements to the Premises made by Tenant, including, without limitation, all of wiring, paneling, partitions, floor coverings, lighting fixtures, and the like (other than Tenant's Property), shall become the property of Landlord when installed and shall remain upon and be surrendered with the Leased Premises as a part thereof at the expiration or sooner termination of the Term, except that: (1) subject to the terms of Section 6.3, Landlord shall have the right, title by notice to Tenant (which notice shall be provided to Tenant at the time of Landlord's approval of any alteration or improvements as required under the terms hereof, provided that Tenant timely and interest inproperly obtains such consent), to require Tenant, at its expense, to remove any alterations, additions and under improvements (other than the LeaseImprovements, except as provided in Section 6.3) in the Premises, and Landlord hereby accepts to repair any damage caused by such surrender. Except as otherwise expressly provided hereinremoval, each and (2) Tenant shall comply with its obligations set forth in Exhibit C hereto with respect to the removal of the parties hereto acknowledges performance of all obligations of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Dateany internal staircases. The Lease is hereby agreed to be null and void and provisions of no further force and effect as this Section 6.11 shall survive any expiration or termination of the Termination Date. In addition, any and all rights and obligations of the parties that may have arisen in connection with the Premises shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the this Lease, each of which shall be preserved to the full extent of applicable insurance coverage; provided, however, that Landlord’s recourse for any indemnification arising under the Lease shall be strictly limited to applicable insurance proceeds and coverage benefits and in no event shall Landlord have recourse against Tenant or its estate.

Termination and Surrender. (a) As of the Termination Date, Tenant Xxxxxx hereby surrenders the Premises to Landlord and does hereby give, grant and surrender unto Landlord all of Tenant's right, title and interest in and to the Premises, including, without limitation, all of TenantXxxxxx's right, title and interest in, to and under the Lease, and Landlord hereby accepts such surrender. Except as otherwise expressly provided herein, each of the parties hereto acknowledges performance of all obligations of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Date. The Lease is hereby agreed to be null and void and of no further force and effect as of the Termination Date. In addition, any and all rights and obligations of the parties that may have arisen in connection with the Premises shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the Lease, each of which shall be preserved to the full extent of applicable insurance coverage; provided, however, that Landlord’s recourse for any indemnification arising under the Lease shall be strictly limited to applicable insurance proceeds and coverage benefits and in no event shall Landlord have recourse against Tenant or its estate. As of the Termination Date, except as to the obligations of Tenant and Landlord expressly set forth in this Agreement, Tenant and Landlord hereby mutually and forever release each other and their respective successors and assigns of and from any and all claims, damages, obligations, liabilities, actions and causes of action of every kind and nature whatsoever that may arise under or in connection with the Lease before, on or after the Termination Date, including, without limitation, any claims under section 502(b)(6) of the Bankruptcy Code. Such release shall and hereby does extend to all claims, demands, damages, liabilities, obligations or actions, either in law or in equity, of any kind or nature whatsoever, whether known or unknown, direct or indirect, matured or hereafter existing, including claims asserted in Tenant’s bankruptcy, arising out of or relating to the Lease, the Premises or Tenant’s occupancy of the Premises, or Tenant’s initiation of its bankruptcy proceeding. Landlord and Xxxxxx further hereby acknowledge that they may hereafter discover facts different from or in addition to those it knows or believes to be true with respect to claims that are subject of this release and the parties each hereby agree that the release shall be and remain effective in all respects, regardless of such additional or different facts. To the extent Landlord has filed or files any proof of claims with respect to the Lease or the Premises, Landlord consents to the expungement of such claims, with prejudice, and hereby affirmatively acknowledges that Landlord shall have no claim against Tenant or its estate in Tenant’s pending bankruptcy proceeding or otherwise.

Termination and Surrender. If Buyer fails to comply with any of the provisions of this Agreement and if Buyer does not initiate and diligently pursue steps to correct such default within thirty (30) days after notice has been given to it by Seller(s) detailing the nature of such default, then upon the expiration of the thirty day period all rights of Buyer under this Agreement (except as provided in paragraph 16) shall terminate, and all liabilities and obligations of Buyer (except liability existing on the date of termination and (except as provided in paragraphs 13 and 17) shall terminate. Any default claimed with respect to the payment of money may be cured by the deposit in escrow of the amount in controversy (not including claimed consequences special exemplary, or punitive damages) and the giving of notice of the deposit to Owners the amount to remain in escrow until the controversy is resolved by decision of a court or arbitration, or otherwise. If Buyer by notice to Seller(s) disputes the existence of a default, then this Agreement shall not terminate hereunder unless Buyer does not initiate and diligently pursue steps to correct the default within thirty (30) days after the existence of a default has been determined by decision of a court or arbitration or otherwise; Subject to the right of Seller(s) to terminate this Agreement as provided in the foregoing subparagraph (a), controversy between the parties hereto shall not interrupt performance of this Agreement or continuation of operations hereunder. In the event of any controversy, Buyer may continue operating hereunder and shall make the payments provided for herein not withstanding the existence of such controversy. Upon the resolution of the controversy, such payments or restitution shall be made as required by the terms of the decision of a court or arbitration or otherwise. Buyer may at any time terminate this Agreement as to the Property by delivering to Seller(s) or by filing for record in the appropriate office, with a copy to Seller(s), a good and sufficient Surrender of this Agreement. Upon mailing the Surrender to, or to the appropriate office, all rights of Buyer under this Agreement (except as provided in paragraph 16) shall terminate and all liabilities and obligation of Buyer with respect to the Property (except liabilities existing the date of termination and except as provided in the paragraphs 13 and 17) shall terminate. Notwithstanding the foregoing, either (a) As the appointment of a receiver to take possession of all or substantially all of the Termination Dateassets of Buyer, Tenant hereby surrenders or (b) a general assignment by Buyer for the Premises to Landlord and does hereby givebenefit of creditors, grant and surrender unto Landlord all or (c) any action taken or suffered by Buyer under any insolvency or bankruptcy act shall constitute a breach of Tenant's right, title and interest in and to the Premises, including, without limitation, all of Tenant's right, title and interest in, to and under the Leasethis Agreement by Buyer, and Landlord hereby accepts such surrender. Except as otherwise expressly provided hereinshall, each at the option of the parties hereto acknowledges performance of all obligations of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Date. The Lease is hereby agreed to be null and void and of no further force and effect as of the Termination Date. In additionSeller(s), any and all rights and obligations of the parties that may have arisen in connection with the Premises shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the Lease, each of which shall be preserved to the full extent of applicable insurance coverage; provided, however, that Landlord’s recourse for any indemnification arising under the Lease shall be strictly limited to applicable insurance proceeds and coverage benefits and in no event shall Landlord have recourse against Tenant or its estateterminate this Agreement.

Termination and Surrender. (a) As Upon expiration of the Termination DateLease Term, or any earlier termination of this Lease, Tenant hereby surrenders shall remove all Trade Fixtures and quit and surrender the Premises Property and the Leasehold Improvements to Landlord, free and clear of all liens, encumbrances or title exceptions other than the Permitted Title Exceptions and exceptions to title not otherwise created by or through Tenant, in a good, clean and sanitary condition, excepting ordinary wear and tear, damage and destruction which Tenant is not required to restore pursuant to Article 8, condemnation which Tenant is not required to restore pursuant to Article 9, and Contamination (other than Tenant's Contamination). Notwithstanding the preceding sentence to the contrary, if this Lease is terminated prior to the natural expiration of the Lease Term, then Tenant shall have a period of ninety (90) days thereafter, or such longer period as reasonably may be necessary (not to exceed one hundred eighty (180) days) to remove its Trade Fixtures and personal property, provided that Tenant pays Monthly Rent for each month of the removal period and, during the removal period, pays any and all other rent or charges and amounts and complies with all covenants and obligations of Tenant under this Lease, except for those payments and covenants which were to be performed prior to the termination date of this Lease (and during such removal period Tenant shall not be liable for holdover rent pursuant to Section 14.3 below). Upon such termination, title to the Leasehold Improvements then existing on the Property automatically shall vest in Landlord. In no event shall the provisions hereof impose any obligation upon Tenant to restore and/or reconstruct Leasehold Improvements that are demolished or removed or to restore and/or reconstruct Leasehold Improvements following any damage, casualty loss, or condemnation, unless Tenant is required to do so by Article 8 or Article 9 hereof. On the date Tenant is required by this section to surrender possession, Tenant shall deliver to Landlord such proper and does hereby giveexecuted instruments in recordable form, grant releasing, quitclaiming and surrender unto conveying to Landlord all of Tenant's right, title and interest of Tenant and any other party claiming by or through Tenant or Tenant's Estate in and to the PremisesProperty and/or the Leasehold Improvements, including, without limitation, all of Tenant's right, such documents necessary for Landlord to demonstrate to a title company that this Lease no longer encumbers the Property and interest in, to and under the LeaseLeasehold Improvements, and Landlord hereby accepts such surrender. Except as otherwise expressly provided hereinthat title to the Leasehold Improvements shall have vested in Landlord, each of the parties hereto acknowledges performance free and clear of all obligations liens, encumbrances or title exceptions, other than the Permitted Title Exceptions and exceptions to title not otherwise created by or through Tenant. All provisions of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Date. The Lease is hereby agreed to be null and void and this Section 2.5 shall survive any termination of no further force and effect as of the Termination Date. In addition, any and all rights and obligations of the parties that may have arisen in connection with the Premises shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the this Lease, each of which shall be preserved to the full extent of applicable insurance coverage; provided, however, that Landlord’s recourse for any indemnification arising under the Lease shall be strictly limited to applicable insurance proceeds and coverage benefits and in no event shall Landlord have recourse against Tenant or its estate.

Termination and Surrender. (a) As of the Termination Date, Tenant hereby surrenders the Premises to Landlord and does hereby give, grant and surrender unto Landlord all of Tenant's right, title and interest in and to the Premises, including, without limitation, all of Tenant's right, title and interest in, to and under the Lease, and Landlord hereby accepts such surrender. Except as otherwise expressly provided herein, each of the parties hereto acknowledges performance of all obligations of the other party under the Lease or otherwise in connection with the Premises through and including the Termination Date. The Lease is hereby agreed to be null and void and of no further force and effect as of the Termination Date. In addition, any and all rights and obligations of the parties that may have arisen in connection with the Premises shall be deemed to have expired and terminated as of the Termination Date, except that nothing herein shall waive any rights of indemnification owed by Tenant to Landlord under the Lease, each of which shall be preserved to the full extent of applicable insurance coverage; provided, however, that Landlord’s recourse for any indemnification arising under the Lease shall be strictly limited to applicable insurance proceeds and coverage benefits and in no event shall Landlord have recourse against Tenant or its estate. As of the Termination Date, except as to the obligations of Tenant and Landlord expressly set forth in this Agreement, Tenant and Landlord hereby mutually and forever release each other and their respective successors and assigns of and from any and all claims, damages, obligations, liabilities, actions and causes of action of every kind and nature whatsoever that may arise under or in connection with the Lease before, on or after the Termination Date, including, without limitation, any claims under section 502(b)(6) of the Bankruptcy Code. Such release shall and hereby does extend to all claims, demands, damages, liabilities, obligations or actions, either in law or in equity, of any kind or nature whatsoever, whether known or unknown, direct or indirect, matured or hereafter existing, including claims asserted in Tenant’s bankruptcy, arising out of or relating to the Lease, the Premises or Tenant’s occupancy of the Premises, or Tenant’s initiation of its bankruptcy proceeding. Landlord and Tenant further hereby acknowledge that they may hereafter discover facts different from or in addition to those it knows or believes to be true with respect to claims that are subject of this release and the parties each hereby agree that the release shall be and remain effective in all respects, regardless of such additional or different facts. To the extent Landlord has filed or files any proof of claims with respect to the Lease or the Premises, Landlord consents to the expungement of such claims, with prejudice, and hereby affirmatively acknowledges that Landlord shall have no claim against Tenant or its estate in Tenant’s pending bankruptcy proceeding or otherwise.