Common use of Termination by Tenant Clause in Contracts

Termination by Tenant. In the event that the Premises or any part of the Building required for the conduct of Tenant's business at the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after the date of the taking. In the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect to terminate the term of this Lease if the Lease is not terminated and Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s).

Termination by Tenant. In (a) If the event Demised Premises are so damaged or destroyed that the Premises fifty percent (50%) or any part more of the Building required useable area thereof cannot, with the exercise by Tenant of all due diligence (giving due consideration to the then applicable Legal Requirements and taking into account any transfers by Landlord pursuant to Section 27.19 and subject to such waivers and variances as may reasonably expected to be given), be rendered tenantable and fit for the normal conduct of Tenant's business at not later than four (4) years prior to the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authorityExpiration Date, then (subject to the term further provisions of this Lease may be terminated at Section 8.3) Tenant may, by notice (the election of Tenant by the giving of notice "Damage Termination Notice") to Landlord given within sixty the ninety (6090) day period (the "Election Period") following the date (the "Damage Date") of damage or destruction, elect to terminate this Lease as of a date specified in the Damage Termination Notice (the "Specified Damage Termination Date"). If Tenant shall timely give the Damage Termination Notice, this Lease shall terminate on the Specified Damage Termination Date; provided, however, that if on or prior to the date which is ninety (90) days after Landlord receives the date Damage Termination Notice Landlord shall by notice to Tenant dispute Tenant's right to terminate this Lease pursuant this Section 8.3(a), the matter shall be determined by the Construction Manager and (i) if the Construction Manager's determination is in Landlord's favor, this Lease shall continue in full force and effect or (ii) if the Construction Manager's determination is in Tenant's favor, this Lease shall terminate effective as of the takingSpecified Damage Termination Date. In Any such determination by the event Construction Manager shall not assume the use by Tenant of overtime labor, unless otherwise agreed by Tenant. At any material part time upon the request of Landlord or Tenant, the Premises or any part of Construction Manager shall make a determination as to whether Tenant has the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected right to terminate the term of this Lease pursuant to this Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect to terminate the term of this Lease if the Lease is not terminated and Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s8.3(a).

Termination by Tenant. In the event that the Premises or any part of the Building required for the conduct of Tenant's business at the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authority, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after the date of the taking. In the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then The Tenant may elect to terminate the term Lease with respect to the additional space only, as of this Lease the last day of any calendar month, by giving notice to the Landlord not later less than thirty (30) days after prior notice (as to which time is of the essence) of such termination date on which Landlord gives (the "Tenant Termination Date"). In the Restoration Notice. Tenant may also elect event of the timely giving of such notice, the Lease, with respect to terminate the term additional space only (unless the same shall have expired sooner pursuant to any of the other conditions of limitation or provisions of this Lease or pursuant to Law), shall terminate on the Tenant Termination Date with the same effect as if the Lease is not terminated and Landlord shall fail to complete such restoration of Tenant Termination Date were the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended date hereinbefore specified for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period full term granted by the Lease. The Tenant shall terminate its occupancy of the additional space not later than the Tenant Termination Date and the fixed rent hereunder shall be apportioned as of such date. With respect to a termination under Articles (as it may have been extended for delays beyond Landlord's reasonable control2) or (3) of this Supplemental Indenture, the Tenant shall complete and timely submit all returns and questionnaires relating to New York City and State real property transfer tax laws and any other applicable real property transfer or gains tax laws, if required (the taxes which are (the subject or such laws are hereinafter collectively called "Transfer Taxes"). Notwithstanding the foregoing, The Tenant shall have no right timely pay all Transfer Taxes, if any, and shall deliver evidence, reasonably acceptable to terminate the term Landlord, of such payment simultaneously to the Landlord. The Tenant shall indemnify and hold harmless the Landlord from all losses, liabilities, interest, judgments, 94 suits, demands, damages, costs and expenses (including attorneys' fees and disbursements incurred in the defense thereof) which the Landlord may incur by reason of the Tenant's failure to complete and timely submit any and all Transfer Tax returns and question and/or the Tenant's failure to timely pay any and all Transfer Taxes. The provisions of this Lease due to a fire or other casualty if paragraph shall survive the cause thereof was due solely to expiration of the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)Lease.

Termination by Tenant. In (a) If the event Building is so damaged or destroyed that the Premises fifty percent (50%) or any part more of the Building required useable area thereof cannot, with the exercise by Tenant of all due diligence (giving due consideration to the then applicable Legal Requirements and taking into account any transfers by Landlord pursuant to Section 27.19 and subject to such waivers and variances as may reasonably expected to be given), be rendered tenantable and fit for the normal conduct of Tenant's business at not later than four (4) years prior to the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authorityExpiration Date, then (subject to the term further provisions of this Lease may be terminated at Section 8.3) Tenant may, by notice (the election of Tenant by the giving of notice "Damage Termination Notice") to Landlord given within sixty the ninety (6090) day period (the "Election Period") following the date (the "Damage Date") of damage or destruction, elect to terminate this Lease as of a date specified in the Damage Termination Notice (the "Specified Damage Termination Date"). If Tenant shall timely give the Damage Termination Notice, this Lease shall terminate on the Specified Damage Termination Date; provided, however, that if on or prior to the date which is ninety (90) days after Landlord receives the date Damage Termination Notice Landlord shall by notice to Tenant dispute Tenant's right to terminate this Lease pursuant this Section 8.3(a), the matter shall be determined by the Construction Manager and (i) if the Construction Manager's determination is in Landlord's favor, this Lease shall continue in full force and effect or (ii) if the Construction Manager's determination is in Tenant's favor, this Lease shall terminate effective as of the takingSpecified Damage Termination Date. In Any such determination by the event Construction Manager shall not assume the use by Tenant of overtime labor, unless otherwise agreed by Tenant. At any material part time upon the request of Landlord or Tenant, the Premises or any part of Construction Manager shall make a determination as to whether Tenant has the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (and Landlord has not elected right to terminate the term of this Lease pursuant to this Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion of the Building to a condition substantially the same as existed immediately prior to such damage, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord not later than thirty (30) days after the date on which Landlord gives Tenant the Restoration Notice. Tenant may also elect to terminate the term of this Lease if the Lease is not terminated and Landlord shall fail to complete such restoration of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days after the expiration of the estimated repair period (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s8.3(a).

Termination by Tenant. In Notwithstanding anything to the event that the Premises or any part of the Building required for the conduct of Tenant's business at the Premises shall be taken by any public authority or for any public use or shall be condemned by the action of any public authoritycontrary set forth in this Section 4.9 above, then the term of this Lease may be terminated at the election of Tenant by the giving of notice to Landlord within sixty (60) days after the date Landlord is notified by Tenant of such damage Landlord shall endeavor to notify Tenant of the taking. In estimated time to complete the event any material part repairs and restoration of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged and Project, as estimated by fire or other casualty (and an independent contractor approved by Landlord has not elected to terminate the term of this Lease pursuant to Section 7.1.1), then as soon as practicable after the occurrence of such damage, Landlord shall give Tenant a notice (the "Restoration Landlord Response Notice") advising Tenant whether or not Landlord intends ). Notwithstanding anything to restore the Premises (excluding any alterations made by Tenant) or such other portion of contrary set forth in the Building to a condition substantially the same as existed immediately prior to such damageproceeding paragraph, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either notifies Tenant that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such the repairs or restoration work shall will exceed two hundred ten (210) days from the occurrence date Landlord is notified by Tenant of such casualty damagedamage or destruction, then Tenant may elect to terminate the term of this Lease effective as of the date of such damage or destruction by giving delivering written notice thereof to Landlord not later than within thirty (30) days after the date on which Landlord gives Tenant the Restoration receipt of Landlord's Response Notice. Tenant may also elect to terminate the term of this Lease if If the Lease is not terminated as provided above, and Landlord shall fail to complete such the repairs and restoration of the Premises or Building as described in the Restoration Notice are not completed within the estimated repair period, as such period is extended for delays not within Landlord's reasonable control two hundred ten (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30210) days after the date that Landlord is notified by Tenant of the damage or destruction, Tenant may deliver written notice to Landlord (the "Damage Notice") stating that if the repairs and restoration are not completed within forty-five (45) days thereafter, Tenant will terminate the Lease. If the repairs and restoration are not completed within forty-five (45) days after Tenant delivers such notice to Landlord, the Lease shall terminate effective as of the date of such damage or destruction unless Tenant rescinds its Damage Notice prior to the expiration of the estimated repair period such forty-five (as it may have been extended for delays beyond Landlord's reasonable control). Notwithstanding the foregoing, Tenant shall have no right to terminate the term of this Lease due to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)45) day period.

Termination by Tenant. In the event that the Premises or any part more than fifty percent (50%) of the Building required for the conduct rentable square feet of Tenant's business at the Premises shall be taken damaged or destroyed by any public authority fire or for any public use or shall be condemned other casualty not caused by the action gross negligence or willful misconduct of Tenant, any public authorityTenant Related Parties or any of Tenant’s contractors or subcontractors, such that in Tenant's good faith business judgment the remainder of the Premises is no longer suitable for Tenant's permitted use, then the term of Tenant may terminate this Lease may be terminated at the election of Tenant by the giving of notice to the Landlord within sixty thirty (6030) business days after the date of the taking. In the event any material part of the Premises or any part of the Building necessary for the conduct of Tenant's business at the Premises shall be destroyed or damaged by fire or other casualty (casualty, and Landlord has not elected upon such termination the rental obligations of Tenant shall be duly apportioned as of the date of such fire or other casualty, provided, however, that Tenant shall have no right to terminate the term Lease under this Section 14.5 if Tenant is in monetary or material non-monetary default of any of its obligations under the Lease after any applicable notice and cure period as of the date of the fire or other casualty. If Landlord does not elect to terminate this Lease pursuant to Landlord's termination right in Section 7.1.1)14.1 above, then as soon as practicable and the Damage Repair Estimate indicates that repairs cannot be completed within two hundred forty (240) days after the occurrence of such damage, date that Landlord shall give Tenant a notice (the "Restoration Notice") advising Tenant whether or not Landlord intends to restore the Premises (excluding any alterations made by Tenant) or such other portion learns of the Building to a condition substantially necessity of the same as existed immediately prior to such damagerepairs, and if Landlord intends to so restore, the time required to substantially complete such work, as reasonably estimated by an architect or a qualified general contractor selected by Landlord. If the Restoration Notice indicates either that (a) Landlord shall not restore the Premises or Building as provided above, or (b) the estimated time required for Landlord to substantially complete such restoration work shall exceed two hundred ten (210) days from the occurrence of such casualty damage, then Tenant may elect to terminate the term of this Lease by giving notice to Landlord elect, not later than thirty (30) days after Tenant's receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date on which Landlord gives Tenant the Restoration Noticespecified in Tenant's notice. Tenant may also elect to terminate the term of If this Lease if the Lease is has not been previously terminated and Landlord shall fail to complete such restoration if, as of the Premises or Building as described in the Restoration Notice within the estimated repair period, as such period date that is extended for delays not within Landlord's reasonable control (but not to exceed an additional thirty (30) days). Any election by Tenant to terminate the term of this Lease pursuant to the preceding sentence shall be made by notice given to Landlord not later than thirty (30) days prior to the Completion Date, such repairs are not yet completed, Landlord shall deliver to Tenant a certificate (the "Updated Completion Date Certificate") from the contractor who is performing the repairs certifying the date, in such contractor's best good faith judgment, by which the repairs will be completed (the "Updated Completion Date") and if the Updated Completion Date extends for at least ninety (90) days beyond the Completion Date (which ninety (90) day period will be extended on a day for day basis as a result of Force Majeure delays), then the sole remedy of Tenant shall be the right to either (a) deliver a termination notice to Landlord, which will mean that this Lease shall thereupon terminate and shall be of no further force and effect, or (b) agree to extend the Completion Date to the Updated Completion Date which is set forth in the Updated Completion Date Certificate. Failure of Tenant to make an election as set forth in (a) or (b) above in writing within ten (10) business days after receiving the expiration Updated Completion Date Certificate shall be deemed to constitute Tenant's agreement to extend the Completion Date to the Updated Completion Date set forth in the Completion Date Certificate. If the Completion Date is so extended, Landlord's right to request Tenant to elect to either terminate or further extend the Updated Completion Date shall remain and shall continue to remain, with the response period set forth above, until the repairs are completed or until this Lease is terminated. Furthermore, if the damage is material and occurs during the last twelve (12) months of the estimated repair period Lease Term (as it may have been extended for delays beyond Landlordor any applicable Renewal Term), or if the damage to the Improvements and Alterations is not fully covered by Tenant's reasonable control). Notwithstanding the foregoinginsurance policies, then in either such case, Tenant shall have no right be entitled to terminate the term of this Lease due by written notice to a fire or other casualty if the cause thereof was due solely to the negligence or other wrongful conduct of Tenant or any subtenant of Tenant or any agent, employee or contractor of Tenant or its subtenant(s)Landlord.